Common use of Dividends Clause in Contracts

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivecumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends and shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, semiannually commencing on the fifteenth 180th day of October, January, April and July following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each of such dates date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the date of issuancepreceding Dividend Payment Date (or, and shall be pro-rated for the first such quarterly period if the same there is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateno preceding Dividend Payment Date, the average of Issue Date) and ending on the closing bid prices for day immediately prior to the Company’s common stock for the ten trading days immediately preceding the next Dividend Payment Date. Such Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”). Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends payable in respect of shares initially issued any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared Holder who is contractually obligated to appear and set apart for such shares before the Corporation makes vote in favor of any distribution (as hereinafter defined) to the holders proposal made at a meeting of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares stockholders of the CorporationCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the purchase or redemption Affiliates of either) fails so to appear and vote in favor. Any shares of issued to such Holders shall bear the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStockholder Approval Legend.

Dividends. (aA) The holders of shares of the outstanding Class A-1 Series A Preferred Stock are entitled to receive, when, as and if authorized by the Board (or a duly authorized committee thereof), out of funds of the Corporation legally available for the payment of dividends, cumulative preferential dividends at the rate of the Yield, payable only in additional shares of Series A Preferred Stock; provided, that (i) in the event of a Breach other than a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the dividend rate of the Series A Preferred Stock shall increase by an increment of 2% per annum (such increment payable solely in U.S. dollars), which amount shall compound quarterly and accrue on a daily basis during the period starting from the date of occurrence through and including the date that the Breach is cured or (ii) in the event of a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the holders of such remaining unredeemed shares of Series A Preferred Stock shall be entitled to receivethe Additional Payment. For the avoidance of doubt, out the holders of funds legally available therefore, cumulative dividends at the annual rate of 6Series A Preferred Stock shall be entitled only to a single 2% per annum dividend rate increase during the continuance of any one or more Breaches subject to clause (i) and the holders of the per share purchase price Series A Preferred Stock whose shares of Series A Preferred Stock were to be redeemed on the Redemption Date, but were not, shall be entitled to only a single Additional Payment during the continuance of a Breach subject to clause ($1.10ii). (B) of To the Class A-1 extent that dividends on the Series A Preferred Stock. Such Stock have not been declared and paid, such dividends shall be cumulative and compound quarterly at the Yield from the most recent date to which dividends have been paid, or if no dividends have been paid, from the Issue Date and shall be payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth day of October, JanuaryJanuary 15, April 15, July 15 and July October 15 of each year or, if any such date is not a Business Day, the next succeeding Business Day commencing [ ], 201[ ] (each of such dates being each, a “Dividend Payment Date”) commencing in the form of additional shares of Series A Preferred Stock, as calculated based on the date Liquidation Preference (other than amounts in respect of issuanceBreaches as described in Section 5(A), and which shall be propaid in U.S. dollars). Any dividend payable on the Series A Preferred Stock for any partial dividend period will be computed on the basis of a 360-rated for day year consisting of twelve 30-day months. Dividends will be payable to holders of the first such quarterly period if Series A Preferred Stock as they appear in the same is less than 91 (ninety-one) days. All shares stock records of common stock the Corporation at the close of business on the applicable record date, which shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in date set by the case of stock on a given dateBoard or, if not set, the average last day of the closing bid prices for the Company’s common stock for the ten trading days calendar month immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date. Such ”). (C) No dividends on shares of the Series A Preferred Stock shall accrue on each be authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation if such share commencing declaration or payment would be prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the date of issue, and shall Series A Preferred Stock will accrue from day to daydaily whether or not the Corporation has earnings, whether or not earned or declared. Such dividends shall be cumulative so that if there are funds legally available for the payment of such dividends in respect of any previous quarterly dividend period shall and whether or not have been paid on, the deficiency shall be fully paid on such dividends are declared or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockaside. Accrued but unpaid dividends shall on the Series A Preferred Stock will not bear interestinterest and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of the full cumulative and compounded dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable. (E) If, for any taxable year, the Corporation elects to designate as “Distributioncapital gain dividends” (as defined in this section 5 means Section 857 of the transfer Internal Revenue Code of cash 1986, as amended (the “Code”)) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or property without considerationmade available for the year to holders of all classes of stock (the “Total Dividends”), whether then the portion of the Capital Gains Amount that shall be allocable to the holders of the Series A Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series A Preferred Stock for the year bears to the Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any undistributed long-term capital gains of the Corporation that are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount that would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by way of the Corporation to its stockholders. (F) No dividends or other distributions (other than a dividend or otherwise (except a dividend distribution payable solely in shares of Junior Stock or cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on any Junior Stock, nor may any Junior Stock be redeemed, purchased or otherwise acquired for any consideration (other than repurchases pursuant to binding contractual commitments of Junior Stock held by employees, directors or consultants upon termination of their employment or services) by the Corporation) Corporation or the purchase or redemption on its behalf (except by conversion of shares of the Series A Preferred Stock into or exchange for shares of Junior Stock) unless dividends are simultaneously declared on the Series A Preferred Stock, and full Accrued Dividends and Accumulated Dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series A Preferred Stock for all dividend periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of shares of Common Stock or the declaration or payment of cash dividends on Common Stock solely to the extent necessary to preserve the Corporation’s qualification as a REIT. (G) The holders of the Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s default in payment of the dividend due on that Dividend Payment Date. A holder of Series A Preferred Stock on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation for cash or property (except for an exchange on the Series A Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysfor conversion.

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors either out of funds legally available therefore, cumulative dividends at therefor or through the annual rate issuance of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterlycommon stock, and the Company shall accrue, quarterly in arrears on the fifteenth day March 31, June 30, September 30, and December 31 of Octobereach year, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date earlier of issuanceDecember 31, 2008, or any Conversion Date (as defined below), cumulative dividends on the Preferred Stock at the rate per share (as a percentage of the Stated Value per share) equal to five percent (5%) per annum, payable in cash or shares of Common Stock (as defined in Section 7) at the option of the Holders. The Company may pay, at its option, accrued dividends at any time while the Preferred Stock remains outstanding. The Company shall pay all accrued and unpaid dividends within five (5) days following either (a) the conversion of any or all of the Preferred Stock or (b) the redemption by the Company of any or all of the remaining outstanding shares of Preferred Stock. The number of shares of Common Stock issuable as payment of dividends hereunder shall equal the aggregate dollar amount of dividends then being paid, divided by the Conversion Price (as defined in Section 5(c)) then in effect. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, shall accrue daily commencing the Issuance Date (as defined in Section 7), and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall deemed to accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declareddeclared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Such The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such Preferred Stock subsequent to the applicable record date but prior to the applicable dividend payment date. Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be cumulative so distributed ratably among the Holders of the Preferred Stock based upon the number of shares then held by each Holder in proportion to the total number of shares of Preferred Stock then outstanding. In order for the Holders to exercise the right to have dividends paid in cash on any Conversion Date, the Holders must indicate such intention in the Conversion Notice, which notice will remain in effect for subsequent Conversion Notices until rescinded by the Holder in a written notice to such effect that if is addressed to the Company. (b) Notwithstanding anything to the contrary contained herein, the Company may not issue shares of Common Stock in payment of dividends on the Preferred Stock (and must deliver cash in respect thereof) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or held as treasury stock, is either insufficient to issue such dividends in shares of Common Stock or the Company has not duly reserved for issuance in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such dividends a sufficient number of shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock, (ii) such shares are not listed for trading on the Nasdaq SmallCap Market or the OTC Bulletin Board ("OTC BB")(and any other exchange, market or trading facility in which the Common Stock is then listed for trading). Accrued but unpaid Payment of dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of Common Stock is further subject to the Corporationprovisions of Section 5. (c) So long as any shares of Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of seventy five percent (75%) of the shares of Preferred Stock then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 7), nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption of shares of the Corporation for cash (through a sinking fund or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms otherwise) of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysJunior Securities.

Dividends. (a) The holders of Subject to its ability to do so under applicable law, the outstanding Class A-1 Preferred Stock shall be entitled Buyer agrees to receive, out of funds legally available therefore, cumulative dividends at pay the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, First Year Dividend to its shareholders on the fifteenth day of October, January, April and July First Anniversary. (each of such dates being a “Dividend Payment Date”b) commencing on the date of issuanceThe Seller shall, and shall be pro-rated for cause each other Registrable Securities Holder holding Dividend Waiver Securities to, enter into a Dividend Waiver Agreement as required under Section 3(c)(ii) hereof. (c) EIAC and the first such quarterly period if Buyer shall cause the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateInitial Stockholders, the average directors and officers of EIAC and their respective Affiliates holding Dividend Waiver Securities to enter into a Dividend Waiver Agreement as required under Section 3(c)(ii) hereof. (d) Subject to the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the restrictions contained in Section 6(h), a Person described in Section 7(b) or (c) may: (i) sell any Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date Waiver Securities to an unrelated third party free of issueany restrictions imposed by a Dividend Waiver Agreement, and shall accrue from day to dayupon such sale, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of the Dividend Escrow Agreement, if applicable, the Escrow Agent shall release such Dividend Waiver Securities from escrow upon receipt by it of the agreed consideration therefor and shall pay to the seller the amount of the consideration received less such amount as would be necessary to pay the First Year Dividend on such Dividend Waiver Securities, which amount shall be retained by the Escrow Agent and held in escrow pursuant to the terms of the Dividend Escrow Agreement. Any amounts deposited in escrow pursuant to this paragraph and not used to pay the First Year Dividend shall be refunded, together with any employee incentive planinterest accrued thereon, agreement to such seller upon the payment of the First Year Dividend; and (ii) exercise any warrants, rights or arrangement) including other options in respect of any Dividend Waiver Securities, and upon notifying the Escrow Agent of such exercise the Escrow Agent shall promptly take all such steps as are necessary to exercise such warrants, rights or other options in respect of any Dividend Waiver Securities, provided that any shares of Buyer Common Stock issuable upon any such transfer, purchase or redemption exercise shall remain subject to the applicable Dividend Waiver Agreement and shall be held in escrow by a subsidiary the Escrow Agent and pursuant to the terms of the Corporation. Dividend Escrow Agreement. (e) The time of any distribution by way of dividend Buyer shall be the date of declaration thereof obligated and the time of agrees to pay any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time and all expenses of the distribution is Escrow Agent in connection with the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysDividend Escrow Agreement.

Dividends. The Parent and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to the Parent to enable the Parent to, and the Parent may (a) The holders pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the outstanding Class A-1 Preferred Stock Parent’s board of directors) and (c) so long as no Default or Unmatured Default shall be entitled continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to receivethe Parent and the Parent may redeem, out repurchase, acquire or retire an amount of funds legally available thereforeits capital stock or warrants or options therefor, cumulative dividends or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the annual rate time of 6% per annum of making such Distribution the per share purchase price Leverage Ratio ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, calculated on a pro forma basis based on the fifteenth day of October, January, April Parent’s most recent financial statements delivered pursuant to Section 6.1 and July (each of such dates being a “Dividend Payment Date”) commencing on giving effect to any Permitted Acquisition since the date of issuancesuch financial statements, such Distribution and shall be pro-rated for any Indebtedness incurred in connection therewith, all in accordance with the first such quarterly period if the same terms of this Agreement) is less than 91 or equal to 2.75 to 1.00, on an unlimited basis, and (ninety-oneb) days. All shares of common stock shall be valued if at the Fair Market Value thereof. As used herein Fair Market Value shall mean in time of making such Distribution the case of stock Leverage Ratio (calculated on a given date, pro forma basis based on the average of the closing bid prices for the CompanyParent’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of issuesuch financial statements, such Distribution and shall accrue from day to dayany Indebtedness incurred in connection therewith, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends all in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to accordance with the terms of any employee incentive plan, agreement or arrangementthis Agreement) including any such transfer, purchase or redemption by a subsidiary of is greater than 2.75 to 1.00 in an amount not greater than the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysMaximum Payment Amount.

Dividends. (a) The So long as any shares of Preferred Stock shall be outstanding, the holders of the outstanding Class A-1 such Preferred Stock shall be entitled to receive, receive out of any funds legally available thereforetherefor, cumulative preferential dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, Dividend Rate on the fifteenth day of OctoberLiquidation Preference hereunder, January, April and July (each of such dates being a “Dividend Payment Date”) commencing payable quarterly on the date last Business Day of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declaredcalendar quarter. Such dividends shall be cumulative so that if and begin to accrue from the Original Issue Date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. (b) The dividend will be payable (i) prior to the effective date of a Chapter 11 plan of reorganization with respect to the Company, in the form of additional shares of Preferred Stock having a Liquidation Preference equal to such dividend amount, or (ii) following the effective date of a Chapter 11 plan of reorganization with respect to the Company and at the Company's election, in cash or in shares of Common Stock having an Appraised Value equal to such cash dividend payment. (c) So long as any shares of Preferred Stock shall be outstanding, (i) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on account of any Common Stock until all dividends in respect of any previous quarterly the Preferred Stock for all past and current dividend period shall not periods have been paid onand all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid, the deficiency and (ii) no shares of Common Stock shall be fully paid on purchased, redeemed or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees Company and no funds shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof until all dividends in respect of the Preferred Stock for all past and current dividend periods have been paid and all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid. (d) Notwithstanding anything to the terms contrary contained herein, if, on any date, an Event of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend Default shall have occurred and be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationcontinuing, whether or not pursuant by reason of the absence of legally available funds therefor, then the Dividend Rate on the shares of Preferred Stock shall be increased to a contract compound annual rate of an earlier date; provided that where a negotiable debt security 16%, for as long as such Event of Default is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayscontinuing.

Dividends. (a) The Subject to the rights of holders of the outstanding Class A-1 Preferred Stock Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay. (c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock. (d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to: (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock; (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority); (iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business; (iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or (v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences. (e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends. (f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available thereforefor payment, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in dividend payment on their respective shares of the Company’s Class A-1 Series A Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “corresponding Dividend Payment Date”) commencing ; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the date of issuanceConversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and shall be pro-rated for unpaid through the first such quarterly period if Conversion Date or the same is less than 91 Mandatory Conversion Date, respectively. (ninety-oneg) days. All shares of common stock shall be valued at Subject to the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateforegoing, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends (payable in respect of any previous quarterly dividend period shall not have been paid oncash, securities or other property) as may be determined by the deficiency shall Board may be fully declared and paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or ’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant Holders shall not be entitled to the terms of any employee incentive plan, agreement or arrangement) including participate in any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividends.

Dividends. (a) The holders Subject to sub-clause (b) below, the Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) Subsidiaries of the outstanding Class A-1 Preferred Stock Parent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL International Ltd., NCL America Holdings, LLC or Arrasas Limited shall be entitled to receive, out received promptly by the Parent directly or indirectly by way of funds legally available therefore, cumulative dividends at Dividend; (ii) the annual rate of 6% per annum Parent may pay Dividends in respect of the per share purchase price ($1.10) tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Class A-1 Preferred Stock. Such dividends shall be payable in shares NCLC Group or holder of the CompanyParent’s Class A-1 Preferred Capital Stock quarterlywith respect to income taxable as a result of any member of the NCLC Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the NCLC Group; and (iii) at any time following the listing of the ordinary Capital Stock of the Parent (or parent company of the Parent) on an Approved Stock Exchange, the fifteenth day Parent may pay Dividends in an amount not to exceed 50% of October, January, April Consolidated Net Income of the Parent and July its Subsidiaries for the period (each of such dates being a “Dividend Payment Date”taken as one period) commencing on January 1, 2010 and ending on the date prior to such Dividend for which financial statements are available so long as (x) no Default or Event or Default exists or would result from such Dividend and (y) at the time of issuance, such Dividend and shall be pro-rated after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the first such quarterly period if four consecutive fiscal quarters last ended for which financial statements have been provided to the same Facility Agent pursuant to Section 9.01 is less than 91 5.50:1.00. (ninety-oneb) days. All shares of common stock The Parent shall be valued at not authorize, declare or pay any Dividends between April 1, 2020 and the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends latest Maturity Date in respect of the Deferred Loans, provided that any previous quarterly dividend period breach of this sub-clause shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders result in an Event of Common Stock. Accrued Default but unpaid dividends shall not bear interest. “Distribution” will instead result in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysmandatory prepayment event under Section 4.02(d).

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series A Preferred Stock at the annual a rate of 6% per annum equal to 13.0% of the per share purchase price ($1.10) Liquidation Preference of the Class A-1 Preferred Stocksuch share. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series A Preferred Stock, and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series A Preferred Stock. Such Each dividend on Series A Preferred Stock shall be payable to the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series A Preferred Stock, dividends shall cease to accrue in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid. (b) All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph A(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 30 days prior to the payment of such dividends. (d) No full dividends shall be cumulative declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series A Parity Securities for any period, and no Series A Parity Securities may be repurchased, redeemed or otherwise retired, nor may funds be set apart for such payment, unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series A Preferred Stock and Series A Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such full dividends or distributions on, or such repurchase or redemption of, such Series A Parity Securities (the "Series A Parity Payment Date") and (ii) an amount equal to a prorated dividend on the Series A Preferred Stock and Series A Parity Securities at the customary dividend rates for such securities for the period from the Dividend Payment Date immediately prior to the Series A Parity Payment Date to the Series A Parity Payment Date have been paid or set apart for payment. In the event that such dividends are not paid in full or set apart for payment with respect to all outstanding shares of Series A Preferred Stock and of any Series A Parity Securities and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of all such stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series A Preferred Stock and of any Series A Parity Securities in proportion to the full amount to which they would otherwise be respectively entitled. (e) The Holders of Series A Preferred Stock shall be entitled to receive the dividends provided for in paragraph A(3)(a) hereof in preference to and in priority over any dividends upon any of the Series A Junior Securities, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series A Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series A Junior Payment Date (as defined below) to the Series A Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series A Junior Securities (the date of any such shares before actions to be referred to as the "Series A Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series A Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fractional shares of such Series A Junior Securities. (f) Dividends payable on Series A Preferred Stock for any period less than one year shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period for which such dividends are payable. (g) The Corporation shall not claim any deduction from gross income for dividends paid on Series A Preferred Stock in any Federal income tax return, claim for refund, or other statement, report or submission made to the terms Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any employee incentive planHolder (and at the expense of such Holder), agreement or arrangementthe Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series A Preferred Stock shall be eligible for the dividends received deduction under Section 243(a) (1) including any such transfer, purchase or redemption by a subsidiary of the CorporationCode (or any successor provision). The time In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the dividends received deduction under Section 243(a)(l) of the Code (or any successor provision) of any distribution by way dividends (within the meaning of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time Section 316(a) of the distribution is Code or any successor provision) paid on Series A Preferred Stock. To the date when extent possible, the Corporation acquires the shares in such exchange. The Board principles of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled this paragraph A(3)(g) shall also apply with respect to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysstate and local income taxes.

Dividends. (a) The holders Holders of the issued and outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, out of funds assets legally available thereforefor the payment of dividends, cumulative dividends at on the annual rate terms described below: (i) Holders of 6% per annum shares of Preferred Stock shall be entitled to participate equally and ratably with the per share purchase price holders of shares of Common Stock in all dividends paid on the shares of Common Stock ($1.10other than dividends paid in the form of Common Stock, Convertible Securities or Options) as if immediately prior to each Common Stock Dividend Record Date, all shares of Preferred Stock then outstanding were converted into shares of Common Stock (including any Excess Conversion Shares and disregarding for this purpose the Class A-1 Preferred last sentence of Section 6(a)(i)(B)). Dividends payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends are payable to holders of shares of Common Stock. Such , and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Preferred Stock. (ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and when declared by the Board of Directors, out of funds legally available therefor, on each Preferred Dividend Payment Date dividends on each outstanding share of Preferred Stock (the “Preferred Dividends”) at a rate per annum equal to the Dividend Rate as further specified in this Section 4(a)(ii) and in accordance with Section 4(a)(iii) below. Preferred Dividends on each share of Preferred Stock shall accrue and accumulate on a daily basis from the Issuance Date of such share, whether or not declared and whether or not the Corporation has funds legally available for the payment of such dividends, shall compound quarterly on each Preferred Dividend Payment Date (to the extent not paid on such Preferred Dividend Payment Date) and shall be payable quarterly in arrears, if, as and when so authorized and declared by the Board of Directors, on each Preferred Dividend Payment Date, commencing on the first Preferred Dividend Payment Date following the Issuance Date of such share. The amount of Preferred Dividends accruing with respect to any share of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount as of such day by (y) the actual number of days in the applicable Payment Period; provided that if, during any current Payment Period, Accrued Dividends are paid in respect of one or more prior Payment Periods, then after the date of such payment, the amount of Preferred Dividends accruing with respect to any share of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount (recalculated to take into account such payment of Accrued Dividends) by (y) the actual number of days in such current Payment Period. The amount of Preferred Dividends payable with respect to any share of Preferred Stock for any Payment Period shall equal the sum of the Preferred Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward). (iii) The Preferred Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Preferred Stock; provided that (A) Preferred Dividends paid on any date shall be paid by issuing fully paid and nonassessable shares of Preferred Stock to the extent payment in cash on such date would be prohibited under the terms, conditions or provisions of any of the Debt Financing Documents and (B) any Base Amount Accrued Dividends shall be paid by issuing fully paid and nonassessable shares of Preferred Stock; and provided further that, if the Corporation elects to pay any Preferred Dividends in shares of the Company’s Class A-1 Preferred Stock quarterlywith respect to any Payment Period, the Corporation shall make the same election with respect to all Preferred Dividends paid with respect to such Payment Period. If the Corporation pays any Preferred Dividend in shares of Preferred Stock, the number of shares of Preferred Stock to be paid in respect of such Preferred Dividend will be equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Preferred Dividend. (iv) Each Participating Dividend or Preferred Dividend shall be paid pro rata to the Holders of shares of Preferred Stock entitled thereto. Each Participating Dividend or Preferred Dividend shall be payable to the Holders of Preferred Stock as they appear on the fifteenth day Register at the close of October, January, April and July business on the record date designated by the Board of Directors for such dividends (each of such dates being date, a “Dividend Payment Record Date”), which (i) commencing on with respect to Participating Dividends, shall be the same day as the record date for the payment of issuancedividends to the holders of shares of Common Stock (the “Common Stock Dividend Record Date”), and (ii) with respect to Preferred Dividends, shall be pro-rated for the first such quarterly period if the same is not more than thirty (30) days nor less than 91 ten (ninety-one10) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the applicable Preferred Dividend Payment Date. Such dividends shall accrue on each such share commencing Notwithstanding the foregoing, but subject to the proviso in the first sentence of Section 4(a)(iii), the Base Amount Accrued Dividends may be declared and paid in cash or in shares of Preferred Stock at any time to Holders of record on the Dividend Payment Record Date therefor. (b) Upon the occurrence of a Triggering Event, the Dividend Rate shall increase by the Noncompliance Additional Rate from and including the date on which the Triggering Event shall occur and be continuing through but excluding the date on which all then occurring Triggering Events are no longer continuing. The Dividend Rate shall not be increased further pursuant to this Section 4(b) for a subsequent Triggering Event occurring while the Dividend Rate is already increased pursuant to this Section 4(b). (c) At any time during which a Triggering Event shall be occurring, without the consent of issuethe Holders representing at least a majority of the then-issued and outstanding shares of Preferred Stock, and shall accrue from day to day, whether or not earned or declared. Such no dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been declared or paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes payment, or other distributions declared or made, upon any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Junior Securities, nor shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationany Junior Securities be redeemed, whether by way of dividend purchased or otherwise acquired for any consideration (except nor shall any moneys be paid to or made available for a dividend in sinking fund for the redemption of any shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred Junior Securities) by the Corporation, whether directly or not pursuant indirectly (except, subject to a contract and in accordance with the provisions of an earlier date; provided that where a negotiable debt security is issued in Section 6 hereof, by conversion into or exchange for Junior Securities or the payment of cash in lieu of fractional shares in connection therewith). (d) Without the time consent of the distribution is Holders representing at least a majority of the date when then-issued and outstanding shares of Preferred Stock, the Corporation acquires shall not (i) declare, pay or set aside for payment any dividends or distributions upon any Junior Securities or (ii) repurchase, redeem or otherwise acquire any Junior Securities (other than repurchases of shares of Common Stock from employees, officers or directors of the shares Corporation in such exchange. The Board the ordinary course of Directors may fix business) for any consideration or pay any moneys or make available for a record date sinking fund for the determination redemption of holders any shares of Class A-1 such Junior Securities, unless, in each case, (A) immediately before and after the taking of such action, the fair value of the Corporation’s assets would exceed the sum of its debts (including for this purpose the aggregate Liquidation Preference and the aggregate Accrued Dividends of the Preferred Stock entitled Stock), (B) immediately after the taking of such action, the Corporation, in its good faith judgment, would be able to receive payment pay all of a dividend declared thereonits debts (including the aggregate Liquidation Preference and the aggregate Accrued Dividends of the Preferred Stock) as they are reasonably expected to come due and (C) such action is otherwise in compliance with applicable Law. (e) For the avoidance of doubt, which record date the consequences described in Sections 4(b), (c) and (d) above shall be no more than sixty constitute the sole and exclusive remedies of the Holders upon the occurrence of the Triggering Event described in clause (60vii) daysof the definition thereof.

Dividends. (a) The Subject to clause 11(c) below, if the Company declares and pays any dividends on the Ordinary Shares, then, in that event, holders of the outstanding Class A-1 Preferred Stock Preference Shares shall be entitled to share in such dividends on a pro rata basis, as if their Preference Shares had been converted into Ordinary Shares pursuant to clause 13 below immediately prior to the record date for determining the holders of Ordinary Shares eligible to receive such dividends. (b) If the Company does not consummate a Qualified IPO within 18 months after the Closing (“IPO Dividend Date”), the Board of Directors shall (subject to the Company’s compliance with the provisions of the Act and the Articles) declare and the holders of Preference Shares shall receive, out of funds legally available thereforein addition to the dividends described in clause 11 (a), cumulative dividends at the an annual rate of 6equal to 10% per annum of the per share purchase price Accreted Value, calculated on the basis of a 360-day year, consisting of twelve 30-day months, which shall accrue on a daily basis from the IPO Dividend Date, whether or not declared by the Board of Directors, and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year ($1.10) of the Class A-1 Preferred Stock. Such unless any such day is not a Business Day, in which event such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of Octobernext succeeding Business Day, January, April and July without accrual to the actual payment date) (each of such dates being date, a “Dividend Payment Date”) commencing on ). Unless otherwise specified in a resolution of directors, accrued and unpaid dividends shall compound and be added to the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Accreted Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days effect immediately preceding the prior to each Dividend Payment Date. Such ; provided, that, in lieu thereof, such accrued and unpaid dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall may (i) be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Preference Shares in cash or (ii) be paid in cash or compound and be added to the Accreted Value in any combination thereof, in each case as specified in a resolution of directors. (c) The Company shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare or property without considerationpay any dividends on, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) make any other distributions with respect to or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transferredeem, purchase or redemption by a subsidiary otherwise acquire for consideration, any Junior Securities unless and until (i) all accrued and unpaid dividends on the Preference Shares have been paid in full and (ii) prior to the IPO Dividend Date, the affirmative vote or written consent of the Corporation. The time holders of a majority of the then outstanding Preference Shares, voting as a separate class, shall have been received; provided, however, that the foregoing limitation shall not apply to any: (i) redemption, purchase or other acquisition of Junior Securities in connection with any put or call post-termination rights in any employment contract, benefit plan or other similar arrangement with one or more employees, officers, directors or consultants of the Company or any of its subsidiaries; (ii) exchange, redemption, reclassification or conversion of any distribution by way class or series of dividend shall be Junior Securities for any class or series of Junior Securities; or (iii) purchase of fractional interests in any Junior Securities under the date conversion or exchange provisions of declaration thereof and such Junior Securities or the time security being converted or exchanged, or in connection with any combination or reclassification of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysJunior Securities.

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series B Preferred Stock at the annual a rate of 6% per annum equal to 13.5% of the per share purchase price ($1.10) Liquidation Preference of the Class A-1 Preferred Stocksuch share. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series B Preferred Stock, and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series B Preferred Stock. Such Each dividend on Series B Preferred Stock shall be payable to the Holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series B Preferred Stock, dividends shall cease to accrue in respect of shares of Series B Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid. (b) All dividends paid with respect to shares of Series B Preferred Stock pursuant to paragraph B(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 30 days prior to the payment of such dividends. (d) No full dividends shall be cumulative declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series B Parity Securities for any period, and no Series B Parity Securities may be repurchased, redeemed or otherwise retired, nor may funds be set apart for such payment, unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series B Preferred Stock and Series B Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such full dividends or distributions on, or such repurchase or redemption of, such Series B Parity Securities (the "Series B Parity Payment Date") and (ii) an amount equal to a prorated dividend on the Series B Preferred Stock and Series B Parity Securities at the customary dividend rates for such securities for the period from the Dividend Payment Date immediately prior to the Series B Parity Payment Date to the Series B Parity Payment Date have been paid or set apart for payment. In the event that such dividends are not paid in full or set apart for payment with respect to all outstanding shares of Series B Preferred Stock and of any Series B Parity Securities and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of all such stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series B Preferred Stock and of any Series B Parity Securities in proportion to the full amount to which they would otherwise be respectively entitled. (e) The Holders of Series B Preferred Stock shall be entitled to receive the dividends provided for in paragraph B(3)(a) hereof in preference to and in priority over any dividends upon any of the Series B Junior Securities, so that if at any time full Accumulated Dividends on all shares of Series B Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series B Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series B Junior Payment Date (as defined below) to the Series B Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series B Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series B Junior Securities (the date of any such shares before actions to be referred to as the "Series B Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series B Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series B Junior Securities payable in Series B Junior Securities and cash in lieu of fractional shares of such Series B Junior Securities. (f) Dividends payable on Series B Preferred Stock for any period less than one year shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period for which such dividends are payable. (g) The Corporation shall nor claim any deduction from gross income for dividends paid on Series B Preferred Stock in any Federal Income tax return, claim for refund, or other statement, report or submission made to the terms Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(l) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any employee incentive planHolder (and at the expense of such Holder), agreement or arrangementthe Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series B Preferred Stock shall be eligible for the dividends received deduction under Section 243(a)(l) including any such transfer, purchase or redemption by a subsidiary of the CorporationCode (or any successor provision). The time In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the dividends received deduction under Section 243(a)(1) of the Code (or any successor provision) of any distribution by way dividends (within the meaning of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time Section 316(a) of the distribution is Code or any successor provision) paid on Series B Preferred Stock. To the date when extent possible, the Corporation acquires the shares in such exchange. The Board principles of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled this paragraph B(3)(g) shall also apply with respect to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysstate and local income taxes.

Dividends. (ai) The holders of the outstanding Class A-1 Preferred Stock Holder(s) shall be entitled to receive, on each share of Series B Preferred Stock, when, as and if declared by the Board of Directors, out of any funds legally available thereforefor the payment of dividends, cumulative cash dividends at a rate per annum equal to 8.0% of the annual rate Liquidation Preference (the “Dividend Rate”) in accordance with subdivisions 1, 2 and 3 of 6Article FOURTH of the Certificate of Incorporation; provided, however, that in the event that on any Dividend Payment Date there shall be accrued and unpaid dividends for any prior Dividend Period, the Dividend Rate shall equal 8.0% per annum of the per share purchase price sum of ($1.10x) the Liquidation Preference and (y) the amount of all such accrued and unpaid dividends for any prior Dividend Periods. (ii) Dividends will accrue and cumulate from the Class A-1 Preferred Stock. Such dividends shall be Issue Date and are payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth first day of October, January, April April, July and July October (each of such dates being each, a “Dividend Payment Date”) ), commencing on the date of issuance, and shall be pro-rated for first Dividend Payment Date following the first such quarterly period if the same is less than 91 (ninety-one) daysIssue Date. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock If a Dividend Payment Date falls on a given dateday that is not a Business Day, the average of dividends will be paid on the closing bid prices for the Company’s common stock for the ten trading days immediately preceding next Business Day as if it were paid on the Dividend Payment DateDate and no interest will accrue in connection therewith. (iii) The amount of dividends payable for each full quarterly Dividend Period will be computed by dividing the Dividend Rate by four. Such The amount of dividends shall accrue on each such share commencing payable for the initial Dividend Period, or any other Dividend Period shorter or longer than a full quarterly Dividend Period, will be computed on the date basis of issue, and shall accrue from the actual number of days elapsed during such Dividend Period over a 360-day to day, whether or not earned or declared. Such dividends shall year. (iv) Dividends will be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Holder(s) as such Holder(s) appear in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares records of the Corporation for cash or property (except for an exchange at the Close of shares Business on the 15th day of the Corporation or shares acquired by immediately preceding calendar month in which the Corporation from employees pursuant to applicable Dividend Payment Date falls (the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation“Dividend Record Date”). The time Dividend Record Date shall apply regardless of whether any distribution by way particular Dividend Record Date is a Business Day. (v) Dividends on any share of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series B Preferred Stock entitled converted to receive payment of a dividend declared thereonCommon Stock shall cease to accumulate on the Mandatory Conversion Date or any applicable Conversion Date, which record date shall be no more than sixty (60) daysas applicable.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, out of the assets of the Company, Dividends on the terms described below: (i) For each period from and including the Original Issue Date, and to but excluding the fifth anniversary of the Original Issue Date. (the “First Reset Date”), the Company shall pay, subject to Section 4(c), if, as and when declared by the Board of Directors, out of funds legally available thereforeof the Company, cumulative on each Dividend Payment Date for the applicable Payment Period or Payment Periods dividends on each outstanding share of Series C Preferred Stock (the “Dividends”) at a rate per annum equal to 7.50% of the Liquidation Preference per share of Series C Preferred Stock (the “Dividend Rate”), payable in accordance with Section 4(a)(ii) below. For each Payment Period beginning on the First Reset Date, the Dividend Rate shall be equal to the prior Payment Period’s Dividend Rate, plus 1.50%. Subject to Section 4(c), to the extent not paid in cash, whether or not the Company has earnings, whether or not the payment of such dividends is then permitted under Delaware law, whether or not such dividends are authorized or declared, and whether or not any agreements to which the Company is a party prohibit the current payment of dividends, including any agreement relating to the Company’s indebtedness, Dividends on each share of Series C Preferred Stock shall accrue daily from and after the Original Issue Date of such share and shall compound on a quarterly basis on each Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed). The Accrued Dividends, to the extent unpaid, shall in all cases be payable upon a Liquidation pursuant to Section 6 or upon any conversion of the Series C Preferred Stock pursuant to Section 7. Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $0.005 being rounded upward). (ii) Each Dividend if, as and when such Dividends are declared by the Board of Directors, shall be paid to the Holders in cash or, at the annual rate of 6% per annum option of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable Holder, in shares of the Company’s Class A-1 Common Stock. Any shares of Common Stock issued in payment of a Dividend on Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereofclosing price of the last Trading Day preceding the record date designated by the Board of Directors relating to such Dividends. As used herein Fair Market Value Notwithstanding anything in this Certificate of Designation to the contrary, until the Company has obtained the Requisite Stockholder Approval, the Company may not issue shares of Common Stock in payment of a Dividend to the extent such payment would result in an issuance of shares of Common Stock in excess of the Requisite Stockholder Approval. (iii) Each Dividend shall mean in be paid pro rata to the case Holders. Each Dividend shall be payable to the Holders as they appear on the Register at the Close of stock Business on a given the date which is 15 days preceding the applicable Dividend Payment Date (such date, an “Dividend Payment Record Date”). (a) If the average Holders elect to receive a cash dividend payment and the Company fails to make the corresponding cash dividend payment (a “Dividend Nonpayment”) with respect to three or more consecutive or non-consecutive Payment Periods, the Dividend Rate on the Preferred Stock will increase an additional 0.25% per annum commencing immediately following the third Payment Period for which there has been a Dividend Nonpayment and will increase an additional 0.25% per annum every third succeeding Dividend Nonpayment (whether the Payment Periods to which such Dividend Nonpayments relate are consecutive or non-consecutive); provided, however, the maximum Dividend Rate on the Preferred Stock (after giving effect to Section 4(a)(i) and this Section 4(b)) shall be capped at 12.0% per annum. (c) If the date relating to a Liquidation pursuant to Section 6, upon any conversion of the closing bid prices Series C Preferred Stock pursuant to Section 7, or upon any redemption of the Series C Preferred Stock pursuant to Section 8, respectively, is after a Dividend Payment Record Date for a declared Dividend on the Series C Preferred Stock but occurs on or prior to the next Dividend Payment Date, then the Holder of such share of Series C Preferred Stock at the Close of Business on such Dividend Payment Record Date will be entitled, notwithstanding the related Liquidation, conversion or redemption, as applicable, to receive, on or, at the Company’s common stock for the ten trading days immediately preceding the election, before such Dividend Payment Date. Such dividends shall accrue , such declared Dividend on each such share commencing of Series C Preferred Stock. Except as provided in this Section 4(c), Dividends on any share of Preferred Stock will cease to accumulate from and after the date of issuerelating to a Liquidation pursuant to Section 6, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of upon any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares conversion of the Corporation) Series C Preferred Stock pursuant to Section 7, or the purchase or upon any redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees Series C Preferred Stock pursuant to the terms of any employee incentive planSection 8, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysas applicable.

Dividends. (a) The holders Holders of the then outstanding Class A-1 shares of Series C Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative preferential cash dividends at the annual rate of 66.25% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of the $1.5625 per share purchase price ($1.10) of the Class A-1 Preferred Stockshare). Such dividends shall be cumulative from [ • ], 20211 and shall be payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth day of October, Januaryor before January 15, April 15, July 15 and July October 15 of each year or, if not a business day, the next succeeding business day (each of such dates being each, a “Dividend Payment Date”) commencing ). Any dividend payable on the date of issuance, and Series C Preferred Stock for any partial dividend period shall be procomputed on the basis of a 360-rated for the first such quarterly period if the same is less than 91 (ninetyday year consisting of twelve 30-one) daysday months. All shares of common stock Dividends shall be valued payable to holders of record as they appear in the stock records of the Corporation at the Fair Market Value thereof. As used herein Fair Market Value close of business on the applicable record date, which shall mean in be the last day of each of March, June, September and December, as the case of stock on a given datemay be, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”). Such 1 To be the last dividend payment date that occurs before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). (b) No dividends on shares of Series C Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, dividends on the Series C Preferred Stock shall accrue on each such share commencing on whether or not the date terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of issue, and shall accrue from day to daydividends, whether or not earned the Corporation has earnings, whether or declared. Such dividends shall be cumulative so that if not there are funds legally available for the payment of such dividends in respect of any previous quarterly dividend period shall and whether or not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockdividends are declared. Accrued but unpaid dividends on the Series C Preferred Stock shall not bear interest. “Distribution” accumulate as of the Dividend Payment Date on which they first become payable. (d) Except as provided in this section 5 means Section 3(e) below, unless full cumulative dividends on the transfer of cash Series C Preferred Stock have been or property without considerationcontemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, whether by way of dividend or otherwise no dividends (except a dividend other than dividends in shares of Common Stock or dividends in shares of any series of Preferred Stock ranking junior to the CorporationSeries C Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the purchase Common Stock, or any Preferred Stock of the Corporation ranking junior to or on a parity with the Series C Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any shares of Preferred Stock of the Corporation ranking junior to or on a parity with the Series C Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series C Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter). (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series C Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series C Preferred Stock and the shares of any other series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series C Preferred Stock and the shares of any other series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and the shares of any other series of Parity Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series C Preferred Stock which may be in arrears. (f) Any dividend payment made on shares of the Corporation for cash or property (except for an exchange Series C Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Holders of shares of the Corporation or shares acquired by the Corporation from employees pursuant Series C Preferred Stock shall not be entitled to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationdividend, whether payable in cash, property or not pursuant to a contract stock in excess of an earlier date; provided that where a negotiable debt security is issued in exchange for shares full cumulative dividends on the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series C Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysas described above.

Dividends. (ai) The holders of the outstanding Class A-1 Preferred Stock Holder(s) shall be entitled to receive, on each share of Series A Preferred Stock, when, as and if declared by the Board of Directors, out of any funds legally available thereforefor the payment of dividends, cumulative cash dividends at a rate per annum equal to 8.0% of the annual rate Liquidation Preference (the “Dividend Rate”) in accordance with subdivision 1 of 6Article FOURTH of the Certificate of Incorporation and this Subdivision 3(d); provided, however, that in the event that on any Dividend Payment Date there shall be accrued and unpaid dividends for any prior Dividend Period, the Dividend Rate shall equal 8.0% per annum of the per share purchase price sum of ($1.10x) the Liquidation Preference and (y) the amount of all such accrued and unpaid dividends for any prior Dividend Periods. (ii) Dividends will accrue and cumulate from the Class A-1 Preferred Stock. Such dividends shall be Issue Date and are payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth first day of October, January, April April, July and July October (each of such dates being each, a “Dividend Payment Date”) ), commencing on the date of issuance, and shall be pro-rated for first Dividend Payment Date following the first such quarterly period if the same is less than 91 (ninety-one) daysIssue Date. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock If a Dividend Payment Date falls on a given dateday that is not a Business Day, the average of dividends will be paid on the closing bid prices for the Company’s common stock for the ten trading days immediately preceding next Business Day as if it were paid on the Dividend Payment DateDate and no interest will accrue in connection therewith. Such If dividends shall accrue on each such share commencing on any shares of the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends Series A Preferred Stock shall be cumulative so that if such dividends from a date less than thirty days prior to the first quarter-yearly dividend payment date in respect of such shares, the dividends accrued on such shares to such date shall not be payable on such date but shall be payable on the next following quarter-yearly dividend payment date. (iii) The amount of dividends payable for each full quarterly Dividend Period will be computed by dividing the Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, or any previous other Dividend Period shorter or longer than a full quarterly Dividend Period, will be computed on the basis of the actual number of days elapsed during such Dividend Period over a 360-day year. (iv) Dividends will be paid to the Holder(s) as such Holder(s) appear in the records of the Corporation at the Close of Business on the 15th day of the immediately preceding calendar month in which the applicable Dividend Payment Date falls (the “Dividend Record Date”). The Dividend Record Date shall apply regardless of whether any particular Dividend Record Date is a Business Day. (v) Dividends on any share of Series A Preferred Stock converted to Common Stock shall cease to accumulate on the Mandatory Conversion Date or any applicable Conversion Date, as applicable. (vi) In case the stated dividends and the amounts payable on liquidation are not paid in full, the shares of the Series A Preferred Stock shall share ratably in the payment of dividends (including accumulations, if any) in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distributions if all sums payable were discharged in full. (vii) So long as any shares of the Series A Preferred Stock are outstanding, no dividend whatever shall be paid or declared at any time, and no distribution made, on any junior stock (other than in junior stock) nor shall any shares of junior stock be purchased or otherwise acquired for value or redeemed at any time by the Corporation or any subsidiary unless all dividends on the Series A Preferred Stock for all past quarter-yearly dividend periods (other than the first quarter-yearly dividend period for any shares if the dividend on such shares for such period shall not then be payable pursuant to the provisions of Subdivision 3(d)(ii)) shall have been paid and the full dividends thereon for the then current quarter-yearly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and a sum sufficient for the payment thereof set apart for apart; provided, however, that the foregoing restriction in this Subdivision 3(d) shall not apply to the acquisition of any junior stock solely in exchange for, or solely out of the proceeds of sale of, any other junior stock. Subject to the foregoing provisions of this Subdivision 3(d), and to any further limitations prescribed by the Board of Directors in accordance with subdivision 1 of Article FOURTH of the Certificate of Incorporation, and not otherwise, such shares before dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on any junior stock from time to time out of any funds of the Corporation makes any distribution (as hereinafter defined) to legally available therefor, and the holders of Common Stock. Accrued but unpaid dividends Series A Preferred Stock shall not bear interest. “Distribution” be entitled to participate in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise any such dividends. (except a dividend in shares of the Corporationviii) or the purchase or redemption The holders of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock shall not be entitled to receive payment of a dividend declared thereon, which record date shall be no more any dividends thereon other than sixty (60) daysthe dividends referred to in this Subdivision 3(d).

Dividends. (a) The holders If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the outstanding Class A-1 Preferred Stock shall be entitled related dividend record date, multiplied by (y) a dollar amount equal to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price Share amount of any cash dividend ($1.10) or, in the case of the Class A-1 Preferred Stock. Such dividends shall be any dividend payable in shares of whole or in part other than in cash or Shares, the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each per Share value of such dates being a “Dividend Payment Date”dividend, as determined in good faith by the Committee), divided by (b) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in of a Share on the payment date of such dividend. (b) In the case of stock any dividend declared on Shares that is payable in the form of Shares, the number of PSUs, if any, held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a given dateShare. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable. (c) For purposes of this Section 4, the average number of PSUs held by the Participant as of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly applicable dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty deemed to equal (60i) dayszero (0), if such dividend record date occurs prior to the Determination Date or (ii) the Earned PSUs (if any) (with any additional PSUs granted pursuant to this Section 4 to be added to the Earned PSUs held by Participant), if such dividend record date occurs after the Determination Date; provided that, if any dividend on Shares was paid by the Company during the period beginning on the Date of Grant and ending on the Determination Date, on the Determination Date, an additional number of PSUs calculated in accordance with this Section 4, assuming Participant had held the number of Earned PSUs (if any) on the record date of such dividend(s), shall be immediately added to the number of Earned PSUs established as of the Determination Date.

Dividends. (a) The holders To the extent necessary to satisfy the requirements of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10Section 857(a)(1) of the Class A-1 Preferred Code for the taxable year of ICH ending at the Effective Time, ICH shall declare and pay a dividend (the "Final ICH Dividend") to holders of shares of ICH Stock, the record and payment dates for which shall be on or before the close of business on the last business day prior to the Effective Time, in an amount sufficient to permit ICH to satisfy such requirements. Such If ICH determines it necessary to declare the Final ICH Dividend, and such Final ICH Dividend is not paid in the ordinary course of business, consistent with past practice, as provided in Section 5.2(a)(i) hereof, it shall notify ACT at least ten days prior to the date for the ICH Stockholder Meeting (as defined below), and ACT shall declare a dividend per ACT Common Share, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final ICH Dividend per share of ICH Stock paid by ICH by (y) the Exchange Ratio. (b) No dividends or other distributions with respect to ACT Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the ACT Common Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.5, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat laws, as soon as reasonably practicable following surrender of any such Certificate there shall be paid to the holder of such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional ACT Common Share to which such holder is entitled pursuant to Section 2.5 and (ii) if such Certificate is exchangeable for one or more whole ACT Common Shares, (x) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole ACT Common Shares and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole ACT Common Shares. (c) Notwithstanding any provision of this Article II to the contrary, dividends shall be payable in shares paid by ICH pro rata with respect to each outstanding share of the Company’s Class A-1 Preferred beneficial interest within a particular class of ICH Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends paid by ACT pro rata with respect to each outstanding share of beneficial interest of ACT within a particular class in respect accordance with the requirements of any previous quarterly Section 562(c) of the Code (including, as necessary, by transferring cash to an appropriate paying agent), and no dividend period payments shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) accrue to the holders benefit of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash ACT or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation ICH for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment failure of a dividend declared thereon, which record date shall be no more than sixty (60) daysformer holder of ICH Stock to surrender any certificate representing any share of ICH Stock.

Dividends. (a) The holders Holders as of 12:00 noon, New York City time, on the outstanding Class A-1 Preferred Stock applicable Dividend Payment Date, shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available thereforetherefor, cumulative dividends dividends, at the annual rate Applicable Dividend Rate. Dividends on the shares of 6% per annum RP so declared and payable shall be paid (i) in preference to and in priority over any dividends declared and payable on the Common Shares, and (ii) to the extent permitted under the Code and to the extent available and in preference to and priority over any dividends declared and payable on the Common Shares, out of tax-exempt income earned on the Trust's investments, subject to the application of the per share purchase price ($1.10) alternative minimum tax provisions of the Class A-1 Preferred StockCode. Such Dividends on shares of RP will be designated as exempt-interest dividends up to the amount of net tax-exempt income of the Trust for purposes of Section 852 of the Code. (b) Dividends on each share of RP shall accumulate from its Date of Original Issue and will be payable, when, as and if declared by the Board of Trustees, on each Dividend Payment Date applicable to such share of RP. (c) Each declared dividend shall be payable in on the applicable Dividend Payment Date to the Holder or Holders of such shares of the Company’s Class A-1 Preferred Stock quarterlyRP as set forth in paragraph 3(a). Dividends on any share of RP in arrears with respect to any past Dividend Payment Date may be declared and paid at any time, on the fifteenth day of October, January, April and July (each of such dates being a “without reference to any regular Dividend Payment Date”) commencing on , to the Holder of such share as of a date not exceeding five Business Days preceding the date of issuance, and payment thereof as may be fixed by the Board of Trustees. Any dividend payment made on any share of RP shall be pro-rated for first credited against the first such quarterly period if the same is less than 91 dividends accumulated but unpaid (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such ) with respect to the earliest Dividend Payment Date on which dividends were not paid. (d) Neither Holders nor Beneficial Owners of shares of RP shall be entitled to any dividends on the shares of RP, whether payable in cash, property or stock, in excess of full cumulative dividends thereon, except as set forth in paragraph 3(k) of this Part I. Except as provided in paragraph 3(h) of this Part I, neither Holders nor Beneficial Owners of shares of RP shall be entitled to any interest, or other additional amount, on any dividend payment on any share of RP which may be in arrears. (e) Except as otherwise provided herein, the Applicable Dividend Rate on each share of RP for each Dividend Period with respect to such share shall be equal to the rate per annum that results from implementation of the remarketing procedures described in Part II hereof. (f) The amount of declared dividends for each share of RP payable on each Dividend Payment Date shall be computed by the Trust by multiplying the Applicable Dividend Rate in effect with respect to dividends payable on such share on such Dividend Payment Date by a fraction the numerator of which shall be the number of days such share was outstanding from and including its Date of Original Issue or the preceding Dividend Payment Date, as the case may be, to and including the last day of such Dividend Period, and the denominator of which shall be 365, and then multiplying the percentage so that obtained by $100,000. (g) No later than by 12:00 noon, New York City time, on each Dividend Payment Date, the Trust shall deposit in same- day funds with the Paying Agent the full amount of any dividend declared and payable on such Dividend Payment Date on any share of RP. (h) The Applicable Dividend Rate for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; any share of RP for which a Special Dividend Period would otherwise have commenced on the first day of a Non-Payment Period shall have a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP); and each Dividend Period for shares of RP commencing after the first day of, and during, a Non-Payment Period shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP). Any amount of any dividend due on any Dividend Payment Date for any shares of RP (if, prior to 12:00 noon, New York City time, on such Dividend Payment Date, the Trust has declared such dividend payable on or within three Business Days after such Dividend Payment Date to the Holders of such shares of RP as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any shares of RP not paid to such Holders when due but paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, shall incur a late charge to be paid therewith to such Holders and calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period divided by 365. For the purposes of the foregoing and paragraphs 3(g) and -4(g) of this Part I, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the same time on the preceding Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (i) Except during a Non-Payment Period, by 1:00 p.m. on the Tender Date in the Remarketing at the end of the Initial Dividend Period applicable to a share of RP, and by 1:00 p.m. on the Tender Date in the Remarketing at the end of each subsequent Dividend Period applicable to a share of RP, the Beneficial Owner of such share of RP may elect to tender such share or hold such share for the next Dividend Period. If the Beneficial Owner of such share of RP elects to hold such share, such Beneficial Owner shall hold such share of RP for a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP) or a Special Dividend Period if the succeeding Dividend Period with respect to such share has been designated by the Board of Trustees as a Special Dividend Period provided that, if (i) there are no Remarketing Agents, (ii) the Remarketing Agents are not required to conduct a Remarketing or (iii) the Remarketing Agents are unable to remarket in the Remarketing on the Dividend Reset Date following such Tender Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then the next Dividend Period for all shares of RP shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP) and the Applicable Dividend Rate therefor shall be the applicable Maximum Dividend Rate. If the Beneficial Owner of such share of RP fails to elect to tender or hold such share by 1:00 p.m. on such Tender Date, such Beneficial Owner shall continue to hold such share at the Applicable Dividend Rate determined in such Remarketing for a Dividend Period of the same type as the current Dividend Period for such share; provided that, (i) if there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing or the Remarketing Agents are unable to remarket in the Remarketing on the Dividend Reset Date following such Tender Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then the next Dividend Period for all shares of RP shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP) and the Applicable Dividend Rate therefor shall be the Maximum Applicable Rate for a 28-day Dividend Period or a 7-day Dividend Period, as the case may be and (ii) if such current Dividend Period is a Special Dividend Period or the succeeding Dividend Period has been designated by the Board of Trustees as a Special Dividend Period, then such Beneficial Owner is deemed to have elected to tender the shares. If the Remarketing Agents are unable to remarket in such Remarketing all shares of RP subject to such Remarketing and tendered (or deemed tendered) to them at a price of $100,000 per share, the Beneficial Owners thereof shall hold such share at the applicable Maximum Dividend Rate for 28-day Dividend Period (in the case of 7 Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP). If a share of RP is tendered (or deemed tendered) and purchased in a Remarketing, the next Dividend Period for such share shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series c shares of RP) or a Special Dividend Period with respect to such share, as the case may be, at the Applicable Dividend Rate therefor, except that, if the Remarketing Agents are unable to remarket in such Remarketing all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, no purchaser in such Remarketing shall be permitted to acquire shares having a Special Dividend Period and the next Dividend Period for such share shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP) and the Applicable Dividend Rate therefor shall be the applicable Maximum Dividend Rate. (j) The Board of Trustees may at any time designate a subsequent Dividend Period as a Special Dividend Period with such number of days as the Board of Trustees shall specify; provided that (i) such number of days to be specified as a Special Dividend Period shall be a multiple of 28 (in the case of Series A and B shares of RP) or a multiple of 7 (in the case of Series C shares of RP) and the number of days so specified must be such that the starting date and the ending date for a Special Dividend Period or any subsequent Dividend Periods for a Series shall not be the same as the starting date and the ending date for any other Dividend Periods for any other Series; (ii) written notice of any such designation, of the Maximum Dividend Rate, and Specified Redemption Provisions, if any, in respect thereof and of the consequences of failure to tender or to elect to hold shares, must be given at least seven days prior to such Tender Date to the Remarketing Agents, the Paying Agent, the Securities Depository and the Beneficial Owners of shares of RP which are to be subject to such Special Dividend Period; (iii) no Special Dividend Period may commence for any share of RP during a Non-Payment Period or if the Trust fails to maintain either the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage and such failure is not cured; (iv) if such Special Dividend Period contains 365 or more days, the shares of RP subject to such Special Dividend Period shall have an aggregate liquidation preference (exclusive of accumulated but unpaid dividends and premium, if any) of at least $30,000,000 or such greater or lesser amount as may be specified by the Board of Trustees; (v) in respect of any previous quarterly dividend period Special Dividend Period, the Board of Trustees shall also determine a Maximum Dividend Rate after consultation with Remarketing Agents, which rate, as determined from time to time by formula or other means, may be fixed or variable; and (vi) in respect of any Special Dividend Period of 365 or more days, the Board of Trustees, after consultation with the Remarketing Agents, may establish Specific Redemption Provisions. On or before 5:00 p.m., New York City time, on the third Business Day prior to the designation of a Special Dividend Period, the Trust shall complete and deliver to S&P, on a pro forma basis, an RP Basic Maintenance Report for such proposed Special Dividend Period, taking into account the proposed number of days to be specified as a Special Dividend Period and the proposed Maximum Dividend Rate to be determined with respect to such Special Dividend Period. The existence or rescission of any Special Dividend Period shall not affect any current Dividend Period or prevent the Board of Trustees from establishing other Special Dividend Periods of similar duration or in any way restrict the Maximum Dividend Rate or Specific Redemption Provisions which may be designated in connection with any other Special Dividend Period. If the Remarketing Agents are unable to remarket sufficient shares of RP at the commencement of a Special Dividend Period to satisfy the requirement described in clause (iv) of the preceding paragraph, then the Dividend Period in respect of any share of RP which otherwise would have been paid onsubject to such Special Dividend Period shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) or a 7-day Dividend Period (in the case of Series C shares of RP) and an Applicable Dividend Rate shall be set by the Remarketing Agents in accordance with the remarketing procedures. (k) If all or any part of the dividends on the shares of RP determined by implementation of the remarketing procedures described in Part II hereof is not designated by the Trust in good faith as an exempt-interest dividend within the meaning of Section 852(b)(5) of the Code solely because the Trust allocates capital gains or ordinary income to the shares of RP, (such portion of the dividends on the shares of RP (other than any Gross-up Dividends) that is not so designated is referred to herein as a "Nonqualifying Distribution"), the deficiency Trust will, not later than 270 days after the end of the Trust's fiscal year for which such designation is made, provide notice thereof to the Paying Agent. The Paying Agent will mail a copy of such notice to each Qualified Investor (as defined below) at the address specified in such Qualified Investor's Master Purchaser's Letter as promptly as practicable after its receipt of such notice from the Trust. The Trust will, within 30 days after such notice is given to the Paying Agent, pay to the Paying Agent (who will then distribute to the Qualified Investors) , out of funds legally available therefor, an amount equal to the aggregate Gross-up Dividends (as defined below) with respect to all Nonqualifying Distributions made to Qualified Investors during the fiscal year in question. A "Qualified Investor" is a Beneficial Owner during such fiscal year of a share or shares of RP to whom Nonqualifying Distributions were made during such fiscal year. A " Gross-up Dividend" means payment to a Qualified Investor of an amount which, when taken together with the aggregate Nonqualifying Distributions paid to such Qualified Investor during the fiscal year in question, would cause such Qualified Investor's net yield in dollars for such fiscal year (after Federal income tax consequences) from the aggregate of both the Nonqualifying Distributions (determined without regard to the Gross-Up Dividend) and the Gross-up Dividend to be equal to the net yield in dollars for such fiscal year (after Federal income tax consequences) which would have been received by such Qualified Investor if the amount of the aggregate Nonqualifying Distributions had been so designated. Such Gross-up Dividend shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution calculated (as hereinafter definedi) without consideration being given to the holders time value of Common Stockmoney; (ii) assuming that no Qualified Investor is subject to the alternative minimum tax with respect to dividends received from the Trust; and (iii) assuming that each Nonqualifying Distribution and Gross-Up Dividend (to the extent that such Gross-up Dividend is not exempt from Federal income tax) would be taxable in the hands of each Qualified Investor at the maximum marginal corporate Federal income tax rate in effect during the fiscal year in question. Accrued but unpaid All such designations made by the Trust in good faith following the end of each fiscal year of the Trust and all other determinations made by the Trust in good faith with respect to dividends shall not bear interest. “Distribution” in this section 5 means on the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend RP shall be binding and conclusive for all purposes of determining the date amount of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.Gross-up Dividends requ

Dividends. (a) The holders holder of the outstanding Class A-1 Preferred Stock each voting trust certificate shall be entitled to receivereceive payments equal to the cash dividends, out if any, received by the Trustee prior to the termination of funds legally available therefore, cumulative dividends at this Agreement upon the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of Company Stock beneficially represented by each such voting trust certificate, such payment to be made by the Company’s Class A-1 Preferred Stock quarterly, on Trustee to the fifteenth day of October, January, April and July (each person or persons entitled thereto within three business days after receipt of such dates being a “Dividend Payment Date”cash dividend by the Trustee unless and except to the extent that the Trustee has given the Company the instructions contemplated by Section 7(d) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) dayshereof. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends If any dividend in respect of any previous quarterly dividend period shall not have been paid onthe Company Stock deposited with the Trustee is paid, in whole or in part, in capital stock of the Company having general voting powers, in a transaction nontaxable to the recipient, the deficiency Trustee shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationlikewise hold, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant subject to the terms of any employee incentive planthis Agreement, agreement or arrangement) including any the capital stock so received by the Trustee on account of such transferdividend (which shall thereupon also be deemed to be "Company Stock"), purchase or redemption and the holder of each voting trust certificate beneficially representing Company Stock on which such stock dividend has been paid shall receive an additional voting trust certificate issued under this Agreement for the number of shares and class of stock received by a subsidiary the Trustee as such dividend with respect to the Company Stock beneficially represented by such holder's voting trust certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Corporation. The time Trustee at the close of any distribution business on day fixed by way the Company for the taking of dividend shall be a record to determine those holders of its stock entitled to receive such dividends, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of voting trust certificates entitled to receive such payment or distribution, then registered as such at the close of business on the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred so fixed by the CorporationTrustee, whether or not pursuant but in all events subject to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time applicable law. (c) The transfer books of the distribution is Trustee may be closed temporarily by the Trustee for a period not exceeding 20 days preceding the date when fixed for the Corporation acquires payment or distribution of dividends or the shares distribution of assets or rights, or any other time in such exchangethe discretion of the Trustee. The Board In lieu of Directors providing for the closing of the books against the transfer of voting trust certificates, and except as may otherwise be provided by applicable law, the Trustee may fix a date not exceeding 20 days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of Class A-1 Preferred Stock voting trust certificates entitled to receive such payment or distribution, and the holders of a dividend declared thereon, which voting trust certificates of record at the close of business on such date shall exclusively be no more than sixty entitled to participate in such payments or distribution, but in all events subject to applicable law. (60d) daysIn lieu of receiving cash dividends upon Company Stock and paying the same to the holders of voting trust certificates pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the holders of the voting trust certificates as their interests may appear. Upon such instructions being given by the Trustee to the Company, and until revoked by the Trustee, all liability of the Trustee with respect to such dividends shall cease. The Trustee may at any time revoke such instructions and by written notice to the Company direct it to make dividend payments to the Trustee.

Dividends. (a) The holders of the outstanding Class A-1 Series D-1 Preferred Stock Shares shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends per Series D-1 Preferred Share payable in cash at the annual rate of 6% per annum of applicable Annual Dividend Rate; provided, however, that if any dividend payable on any Dividend Payment Date is not paid in full in cash on such Dividend Payment Date, the per share purchase price ($1.10) of amount payable as dividends on such Dividend Payment Date that is not paid in cash on such Dividend Payment Date shall automatically, without any further action by the Class A-1 Preferred StockCorporation, be added to the Liquidation Preference on the relevant Dividend Payment Date at the Annual Dividend Rate applicable with respect to dividends not paid in cash. Such dividends Each such dividend payable in cash shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series D-1 Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated for fixed by the first such quarterly period if the same is less than 91 (ninety-one) daysBoard of Directors. All shares The amount of common stock accrued and unpaid dividends on any Series D-1 Preferred Stock at any date shall be valued the amount of any dividends thereon, calculated at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given applicable Annual Dividend Rate, to and including such date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends , which have not been paid; provided that an amount equal to any dividend that was not paid in cash on any applicable Dividend Payment Date shall be cumulative added to the Liquidation Preference in accordance with this Section 3(a) and such dividend not paid in cash and so that if such dividends in respect of any previous quarterly dividend period added shall not be considered as an accrued and unpaid dividend for any purposes hereof. (b) The amount of dividends payable based on the Annual Dividend Rate for each full Dividend Period for the Series D-1 Preferred Shares shall be computed by dividing the applicable Annual Dividend Rate by four (4). The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D-1 Preferred Shares shall be computed on the basis of four 90-day quarters and a 360-day year. Holders of Series D-1 Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the dividends on the Series D-1 Preferred Shares as herein provided. (c) All dividends paid with respect to Series D-1 Preferred Shares shall be paid pro rata. (d) So long as any Series D-1 Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full accrued and unpaid dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid in cash or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series D-1 Preferred Shares for the immediately preceding Dividend Period and on the Parity Shares for the immediately preceding dividend period applicable to the holders Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, for the Dividend Period referred to in the immediately preceding sentence, then all dividends authorized and declared upon Series D-1 Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accrued and unpaid on the Series D-1 Preferred Shares and such class or classes or series of Parity Shares. (e) So long as any Series D-1 Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment and no other distribution shall be authorized and declared and made upon Junior Shares (other than dividends or other distributions paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary) for any consideration (or any moneys to be paid to or made available for a sinking fund for the Corporation from employees pursuant to the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion or exercise into or exchange for shares Junior Shares), unless in each case the time of the distribution is the date when the Corporation acquires the shares full accrued and unpaid dividends on all outstanding Series D-1 Preferred Shares shall have been paid in such exchange. The Board of Directors may fix a record date cash and on any other Parity Shares shall have been previously paid for the determination immediately preceding Dividend Period and the immediately preceding dividend period applicable to the Parity Shares. (f) In any case where any Dividend Payment Date shall not be a Business Day, then (notwithstanding any other provision of holders this Certificate of Class A-1 Preferred Stock entitled to receive Designation) payment of a dividend declared thereondividends need not be made on such date, which record date but may be made on the next succeeding Business Day with the same force and effect as if made on the Dividend Payment Date; provided, however, that no interest shall be no more than sixty (60) daysaccrue on such amount of dividends for the period from and after such Dividend Payment Date.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivereceive cumulative dividends, out of funds legally available thereforetherefor, cumulative dividends at the annual a rate of 6% nine percent (9%) per annum annum, before any dividend or distribution in cash or other property on common stock or any class or series of stock of the per share purchase price Corporation ranking junior to Series A Preferred as to dividends or on liquidation, dissolution or winding-up shall be declared or paid or set apart for payment. ($1.10b) of the Class A-1 Dividends on Series A Preferred Stock. Such dividends shall be payable in shares on March 31, June 30, September 30 and December 31 of the Company’s Class A-1 Preferred Stock quarterlyeach year through December 31, on the fifteenth day of October, January, April and July 2013 (each of such dates date being hereinafter individually a “Dividend Payment Date”), except that if such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first immediately preceding calendar day which is not a Saturday, Sunday or legal holiday, to holders of record as they appear on the books of the Corporation on such respective dates, not exceeding sixty (60) commencing days preceding such Dividend Payment Date, as may be determined by the Board of Directors in advance of the payment of each particular dividend. Dividends in arrears may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date as may be fixed by the Board of Directors of the Corporation. Dividends declared and paid in arrears shall be applied first to the earliest dividend period or periods for which any dividends remain outstanding. The amount of dividends payable per share of Series A Preferred for each dividend period shall be computed by dividing the annual rate of 9% by four. Dividends payable on Series A Preferred for the initial dividend period and for any other period less than a full quarterly period shall be computed and prorated on the basis of a 360-day year of twelve 30-day months. (c) If the Corporation is unable to pay a dividend on a Dividend Payment Date, the dividend shall be cumulative and shall accrue from and after the date of issuanceoriginal issuance thereof, whether or not declared by the Board of Directors. Accrued dividends shall bear interest at a rate of ten percent (10%) per annum. (d) No cash dividend may be declared on any other class or series of stock ranking on a parity or junior with Series A Preferred as to dividends in respect of any dividend period unless there shall also be or have been declared and paid on Series A Preferred accrued, unpaid dividends for all quarterly periods coinciding with or ending before such quarterly period, ratably in proportion to the respective annual dividend rates fixed therefor. (e) Dividends on Series A Preferred shall be propaid 50% in cash and 50% in shares of fully-rated for paid and nonassessable common stock of the first such quarterly period Corporation, valued at the market price per share of the common stock of the Corporation. As used in this Section 3, the term “market price” shall mean (i) if the same common stock is less than 91 traded on a securities exchange or on the NASDAQ Stock Market, the closing sale price of the common stock on such exchange or the NASDAQ Stock Market, or if the common stock is otherwise traded in the over-the-counter market, the closing bid price, in each case averaged over a period of ninety (ninety90) consecutive trading days prior to the date as of which “market price” is being determined, (ii) if the common stock is not traded on an exchange or the NASDAQ Stock Market, or otherwise traded in the over-onethe-counter market, the higher of (A) days. All shares the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation as of the last day of any month ending within sixty (60) days preceding the date as of which the determination is to be made, or (B) the fair value thereof determined in good faith by the Board of Directors of the Corporation as of a date which is within fifteen (15) days of the date as of which the determination is to be made. (f) Any portion of a dividend that would result in issuance of a fractional share of common stock shall be valued paid in cash at the Fair Market Value thereof. As used herein Fair Market Value shall mean dividend rate set forth in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSection 3(a).

Dividends. (a) The holders of the shares of outstanding Class A-1 Redeemable Convertible Preferred Stock shall be entitled to receiveentitled, when, as and if declared by the Board of Directors, out of funds legally lawfully available therefore, therefor to receive cumulative dividends at the annual rate of 6% per annum of the 15% per share purchase price on the Liquidation Preference (equivalent to $1.1015.00 per annum per share), subject to adjustment as provided herein, payable quarterly in arrears (the “DIVIDEND RATE”). The Dividend Rate shall decrease to a rate per annum of 12% per share on the Liquidation Preference (equivalent to $12 per annum per share) if the Closing Price of the Class A-1 Preferred StockCommon Stock equals or exceeds 150% of the then-effective Conversion Price for at least 180 consecutive Trading Days. Such dividends Dividends payable for each full Dividend Period will be computed by dividing the Dividend Rate by four and shall be payable in shares of arrears on each Dividend Payment Date for the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of Dividend Period ending immediately prior to such dates being a “Dividend Payment Date”) commencing , to the holders of record of Redeemable Convertible Preferred Stock at the close of business on the date of issuance, and shall be pro-rated for the first Record Date applicable to such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any Dividend Period or Dividend Periods there shall be funds of the Company legally available for the payment of such share commencing on the date of issue, dividends) and shall accrue from on a day-to-day to daybasis, whether or not earned or declared, from and after the Issue Date. Such dividends Dividends payable for any partial Dividend Period or for the initial Dividend Period ending on the day immediately prior to [ ] [Note: the first Dividend Payment Date after the Swap Closing to be inserted], shall be cumulative so that if such computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulations of dividends in respect on shares of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Redeemable Convertible Preferred Stock shall not bear interest. “Distribution” in this section 5 means The initial dividend rate on the transfer Redeemable Convertible Preferred Stock for the initial Dividend Period, commencing on the Issue Date (assuming an Issue Date of [ ] [Note: the date of the Swap Closing to be inserted] and a then-applicable Dividend Rate of 15% per annum), will be $15 per share, subject to adjustment as provided for herein, and will be payable, when, as and if declared by the Board of Directors, on [ ] [Note: the first Dividend Payment Date after the Swap Closing to be inserted] out of funds lawfully available therefor. Each subsequent quarterly dividend on the Redeemable Convertible Preferred Stock, when, as and if declared by the Board of Directors, will be $3.75 per share, subject to adjustment as provided for herein. (b) No dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Redeemable Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid, or declared and a sufficient sum of cash and/or number of shares of Redeemable Convertible Preferred Stock or property without considerationCommon Stock, if permitted under Section 3A, has been set apart for the payment of such dividend upon all outstanding shares of Redeemable Convertible Preferred Stock. (c) Holders of shares of Redeemable Convertible Preferred Stock shall not be entitled to any dividends on the Redeemable Convertible Preferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Redeemable Convertible Preferred Stock which may be in arrears. (d) If (i) within 45 days after a demand to file the Shelf Registration Statement has been made in accordance with the Investor Rights Agreement, the Shelf Registration Statement has not been filed with the Commission, (ii) within 135 days after a demand to file the Shelf Registration Statement has been made in accordance with the Investor Rights Agreement, the Shelf Registration Statement has not been declared effective by way the Commission or (iii) after the Shelf Registration Statement has been declared effective by the Commission, (A) the Shelf Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of dividend Transfer Restricted Securities during the period that any Transfer Restricted Securities (other than Transfer Restricted Securities held or otherwise beneficially owned by Affiliates of the Company, other than the Initial Holder) remain outstanding (except each such event referred to in clauses (i), (ii) and (iii), a dividend “REGISTRATION DEFAULT”), additional dividends shall accrue on the Redeemable Convertible Preferred Stock at the rate of 1.00% (100 basis points) per annum above the Dividend Rate for the first 30 days of such Registration Default, increasing to a rate of 1.50% (150 basis points) per annum thereafter, until all Registration Defaults have been cured from, and including, the date on which any such Registration Default shall occur to, but excluding, the date on which all Registration Defaults have been cured, subject to the exceptions set forth in Section 3(e). At all other times, dividends shall accumulate on the Redeemable Convertible Preferred Stock only at the Dividend Rate. (e) Additional dividends shall not accrue on the Redeemable Convertible Preferred Stock as a result of any Registration Default referred to in clause (iii) of Section 3(d) if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus, (B) the filing of a post-effective amendment to the Shelf Registration Statement to cover new Holders or beneficial owners of the Redeemable Convertible Preferred Stock or additional shares of the CorporationRedeemable Convertible Preferred Stock acquired by any existing Holder or beneficial owner of the Redeemable Convertible Preferred Stock or (C) other material events with respect to the Company that would need to be described in the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (i)(C), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in the case of clauses (i)(A) or the purchase or redemption (C), if such Registration Default referred to in clause (iii) of shares Section 3(d) occurs for a continuous period in excess of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan30 days, agreement or arrangementadditional dividends as described in Section 3(d) including any such transfershall accrue in accordance therewith from, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be and including, the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationsuch Registration Default occurs until, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is but excluding, the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysRegistration Default is cured.

Dividends. (a) The holders From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), the Preferred Shares shall commence accruing dividends (“Dividends”) at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day months. Dividends shall be payable in arrears on the first Trading Day of each Fiscal Quarter (each, a “Dividend Date”) with the first Dividend Date being the first Trading Day of the outstanding Class A-1 initial Fiscal Quarter commencing after the Initial Issuance Date. Dividends shall be payable on each Dividend Date, to each record holder (each, a “Holder”, and collectively, the “Holders”) of Preferred Shares on the applicable Dividend Date, in shares of Common Stock (“Dividend Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to each Holder, capitalized such Dividend by increasing the Stated Value of each Preferred Share on such Dividend Date (“Capitalized Dividend”) or in a combination of a Capitalized Dividend and a payment in Dividend Shares. The Company shall deliver a written notice (each, a “Dividend Election Notice”) to each Holder of the Preferred Shares on or prior to the tenth (10th) Trading Day immediately prior to the applicable Dividend Date (each, a “Dividend Notice Due Date”) (the date such notice is delivered to all of the Holders, the “Dividend Notice Date”) which notice (i) either (A) confirms that Dividend to be paid on such Dividend Date shall be paid entirely in Dividend Shares or (B) elects to effect a Capitalized Dividend or a combination of Capitalized Dividend and a payment in Dividend Shares and specifies the amount of Dividend that shall be a Capitalized Dividend and the amount of Dividend, if any, that shall be paid in Dividend Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Dividend Notice Date, then unless the Company has elected to effect a Capitalized Dividend, the Dividend Election Notice shall indicate that unless such applicable Holder waives the Equity Conditions Failure, the Dividend shall be effected as a Capitalized Dividend. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Dividend Notice Date, but an Equity Conditions Failure occurs at any time prior to the Dividend Date, (A) the Company shall provide each Holder a subsequent notice to that effect and (B) unless such applicable Holder waives the Equity Conditions Failure, the Dividend shall be paid to such Holder in cash. Dividend to be paid on a Dividend Date in Dividend Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share) of Common Stock equal to the quotient of (1) the amount of Dividend payable on such Dividend Date less any Capitalized Dividend and (2) the Dividend Conversion Price in effect on the applicable Dividend Date. For the avoidance of doubt, all Dividends must be Capitalized Dividends until the Company shall have obtained the Stockholder Approval on the Stockholder Approval Date (in each case as defined in the Series C-2 Certificate of Designations). (b) When any Dividend Shares are to be paid on a Dividend Date to a Holder, the Company shall (i) (A) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Dividend Shares to which such Holder shall be entitled to receivesuch Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, out or (B) if the Transfer Agent is not participating in FAST, issue and deliver on the applicable Dividend Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Issuance Agreement or to such address as specified by such Holder in writing to the Company at least two (2) Business Days prior to the applicable Dividend Date, a certificate, registered in the name of funds legally available thereforesuch Holder or its designee, cumulative dividends for the number of Dividend Shares to which such Holder shall be entitled and (ii) with respect to each Dividend Date, increase the Stated Value of the Preferred Shares by the amount of any Capitalized Dividend. (c) Prior to the payment of Dividends on a Dividend Date, Dividends on the Preferred Shares shall accrue at the annual rate Dividend Rate and be payable by way of 6% per annum inclusion of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Dividends in the case Conversion Amount on each Conversion Date in accordance with Section 4(b) or upon any redemption in accordance with Section 9 or upon any required payment upon any Bankruptcy Triggering Event. From and after the occurrence and during the continuance of stock on a given dateany Triggering Event, the average of Dividend Rate in effect with respect to such determination shall automatically be increased to the closing bid prices Default Rate. In the event that such Triggering Event is subsequently cured (and no other Triggering Event then exists (including, without limitation, for the Company’s common stock for failure to pay such Dividends at the ten trading days Default Rate on the applicable Dividend Date)), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on following the date of issue, such cure; provided that the Dividends as calculated and unpaid at such increased rate during the continuance of such Triggering Event shall accrue from day continue to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) apply to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant extent relating to the terms days after the occurrence of any employee incentive plan, agreement or arrangement) such Triggering Event through and including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time such cure of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysTriggering Event.

Dividends. (a) The holders record owner of the outstanding Class A-1 Preferred Stock each Voting Trust Certificate shall be entitled to receivereceive his pro rata share of any dividends paid or distributed by the Company upon the Shares represented by the Voting Trust Certificates and all other corporate distributions made by the Company in respect of such Voting Shares; provided, out however, that, if any such dividend or distribution includes shares of funds legally available thereforecapital stock of the Company with voting rights, cumulative dividends the certificates representing such shares of stock shall be deposited with the Voting Trustee subject to the terms of this Agreement, and the owner of the Voting Trust Certificate evidencing the Shares upon which such dividend or distribution is made shall be entitled to receive new Voting Trust Certificates representing such newly-deposited shares of capital stock with voting rights. The record date fixed by the Company for the purpose of the payment of any dividend or for the making of any other distribution shall be the record date for the purpose of payment or distribution to the owners of Voting Trust Certificates, and whenever any such record date shall be fixed, the owners of record of Voting Trust Certificates at the annual rate date so fixed shall exclusively be entitled to participate in the payment or distribution. Upon receipt by the Voting Trustee of 6% per annum any dividend or other distribution in respect of any Shares held by the per share purchase price ($1.10) Voting Trustee, the Voting Trustee shall promptly distribute the funds or property so received by it to the owners of Voting Trust Certificates to whom such funds or property should have been distributed by the Class A-1 Preferred StockCompany if the foregoing provisions hereof had been observed. Such dividends Notwithstanding the foregoing provisions of this Section 5, if the Company shall reclassify its Shares, reorganize, sell all or substantially all of its assets with or without dissolution, consolidate with or merge into another corporation, or if another corporation shall merge into the Company, the shares of capital stock into which the Shares then on deposit hereunder shall be payable in reclassified and any shares of capital stock issued in exchange or substitution for the Company’s Class A-1 Preferred Stock quarterlyShares then on deposit hereunder shall, on if they are non-voting shares, be distributed in accordance with the fifteenth day provisions of Octoberthis Agreement directly to the record owners of outstanding Voting Trust Certificates, January, April and July (each issued in respect of such dates being a “Dividend Payment Date”) commencing on Shares; or, if they are voting shares, they shall become subject to the date terms and conditions of issuancethis Agreement as if such voting shares had been originally deposited hereunder, and shall be pro-rated for deposited with the first such quarterly period if Voting Trustee, and the same is less than 91 (ninety-one) days. All shares owner of common stock outstanding Voting Trust Certificates shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment new Voting Trust Certificates representing such newly deposited shares of a dividend declared thereon, which record date shall be no more than sixty (60) dayscapital stock with voting rights.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receivereceive with respect to each share of Preferred Stock, at the Company’s option, either (i) out of any funds or assets legally available thereforefor that purpose, cumulative dividends dividends, whether or not declared or paid, payable in cash (a “Cash Dividend”) at the annual rate of 66.5% per annum of the Accreted Value per share purchase price in effect immediately after the prior Dividend Payment Date ($1.10or the Issue Date in respect of the first Dividend Payment Date) (the “Cash Dividend Rate”) or (ii) an increase in the Accreted Value per share (a “PIK Dividend”) at an annual rate of 8.0% (compounded quarterly) of the Class A-1 Preferred StockAccreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) (the “Accretion Rate”), in each case of clause (i) and (ii), based on a 360-day year of twelve 30-day months. Such dividends Cash Dividends shall only be payable when, as and if declared by the Board of Directors. To the extent that the Board of Directors so declares, such Cash Dividends shall be payable in shares of arrears on each Dividend Payment Date for the Company’s Class A-1 Preferred Stock quarterly, quarterly period ending on the fifteenth day of October, January, April and July (each of Dividend Record Date immediately prior to such dates being a “Dividend Payment Date”) commencing , to the Holders of record of Preferred Stock at the close of business on such Dividend Record Date. If a Dividend Payment Date is not a Business Day, then the Cash Dividend shall be due and payable on the date of issuance, and shall be pro-rated for the first Business Day following such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such In the event that the Company does not declare and pay a Cash Dividend at the Cash Dividend Rate on any Dividend Payment Date pursuant to this Section 3(a), then upon such Dividend Payment Date on which such Cash Dividend is not paid, the Accreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) shall be increased automatically at the Accretion Rate. If the amount of accrued and unpaid dividends is to be determined as of any date other than a Dividend Payment Date (for example, if determined on a Conversion Date, a Mandatory Conversion Date or a Redemption Date and such date is not a Dividend Payment Date), dividends shall accrue at the Accretion Rate daily (compounding quarterly on each such share commencing on the date of issue, and shall accrue from day to dayDividend Payment Date), whether or not earned or declared. Such dividends shall be cumulative so , from and after the Issue Date or the most recent Dividend Payment Date, as applicable; provided, that if such dividends the Company pays Cash Dividends in respect of any previous Dividend Payment Date, dividends shall accrue at the Cash Dividend Rate for the immediately following quarterly period. (b) No dividends or other distributions (other than a dividend period or distribution payable solely in shares of Junior Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock (if such issuance of Parity Stock has been approved in accordance with Section 4(b)) (in the case of Parity Stock) or Junior Stock (in the case of Parity Stock or Junior Stock); provided that this restriction shall not apply to (i) the repurchase of Equity Securities from directors, employees, or consultants of the Company or any of its subsidiaries pursuant to agreements under which the Company has the obligation to repurchase such shares upon the occurrence of certain events, such as the termination of service to the Company or a subsidiary, in an aggregate amount not to exceed $5.0 million, (ii) regular cash dividends, and mandatory repurchases, redemptions or liquidation payments required by the terms of the certificate of designations for the Series A Preferred Stock (including any Delayed Dividends (as defined by the terms of the certificate of designations for the Series A Preferred Stock)), except that the Company may pay cash to effect any such repurchase or redemption, only so long as the Company has concurrently offered to repurchase the Preferred Stock on the terms set forth in Section 8(b) hereof); (iii) dividends, distributions, redemptions, purchases or other acquisitions for which the Company has obtained consent of the Holders pursuant to Section 4(b)(iii) or (iv) any repurchases, redemptions or other acquisitions of Common Stock made in lieu of withholding taxes in connection with any exercise of employee stock options to acquire Common Stock. (c) No dividends or other distributions on the Preferred Stock (other than a dividend or distribution payable solely in shares of Preferred Stock, including PIK Dividends) may be declared, made or paid, or set apart for payment upon, any Preferred Stock, nor may any Preferred Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Preferred Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Preferred Stock or Parity Stock or Junior Stock), unless all accumulated and unpaid dividends shall have been paid on, the deficiency shall be fully paid on or contemporaneously are declared and paid, or are declared and a sum of cash sufficient for the payment thereof is set apart for such shares before payment, on the Corporation makes Series A Preferred Stock, the Preferred Stock and any distribution (as hereinafter defined) Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock, the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock, the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Series A Preferred Stock, the Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series A Preferred Stock, the Preferred Stock and such other Parity Stock bear to each other. (d) Each Holder shall be entitled to any dividend or other distribution paid or made with respect to any share of Common Stock to the same extent as if such Holder had converted its Preferred Stock and held such shares of Common Stock on the record date for such dividend or other distribution. Payments or other distributions under the preceding sentence shall be paid or made to Holders concurrently with the related dividend or other distribution to holders of Common Stock. Accrued but unpaid dividends Except as provided in this Section 3(d) and Section 3(a), Holders shall not bear interest. “Distribution” be entitled to any dividends or other distributions on the Preferred Stock, whether payable in cash, property or stock. (e) Notwithstanding anything in this section 5 means Certificate of Designation to the transfer contrary, upon the occurrence and during the continuance of any Trigger Event, the Dividend Rate, whether payable in cash or property without considerationby PIK Dividend, whether shall increase by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days3.0% per annum.

Dividends. (a) The holders As part of the outstanding Class A-1 Preferred Stock Acquisition, the boards of Keysight and Spirent have agreed the declaration and payment of the Permitted Dividend in lieu of a final dividend for the year ended 31 December 2023. The Permitted Dividend is intended and expected to be declared by the Spirent Board and will be payable to Spirent Shareholders at any time before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Permitted Dividend is not conditional upon the Effective Date occurring. In addition to the Permitted Dividend, the Spirent Board will be entitled (if it sees fit) to declare and approve the payment of a dividend to Spirent Shareholders of up to 1.0 ▇▇▇▇▇ per Spirent Share if the Effective Date has not occurred by 30 June 2025. If declared, the Additional Dividend will be payable at any time thereafter and before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Additional Dividend is not conditional upon the Effective Date occurring. Keysight and Spirent have agreed that the Spirent Board may declare and pay the Permitted Dividend and the Additional Dividend without any reduction in the Acquisition Price. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of capital is declared, made, or paid or becomes payable by Spirent (other than the Permitted Dividend and/or the Additional Dividend), Keysight reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of capital. In such circumstances, the Spirent Shareholders shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including retain any such transferdividend, purchase distribution, or redemption by a subsidiary other return of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase value declared, made, or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayspaid.

Dividends. Cinergy shall not, nor shall it permit any of its subsidiaries to, (ai) The holders of the outstanding Class A-1 Preferred Stock shall be entitled to receivedeclare, out of funds legally available therefore, cumulative set aside or pay any dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends make other distributions in respect of any previous of its capital stock or share capital, except: (A) that Cinergy may continue the declaration and payment of regular quarterly cash dividends on Cinergy Common Stock, not to exceed $0.48 per share, with usual record and payment dates for such dividends in accordance with past dividend practice; provided, that if the Cinergy Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend may be declared and paid in respect of Cinergy Common Stock with respect to the quarter in which the Cinergy Effective Time occurs with a record date in such quarter and on or prior to the date on which the Cinergy Effective Time occurs, which dividend does not exceed an amount equal to the product of (i) a fraction the (x) numerator of which is equal to the number of days between the last payment date of a regular quarterly dividend period shall not have been paid onand the record date of such special dividend (excluding such last payment date but including the record date of such special dividend) and (y) the denominator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the same calendar day in the third month after the month in which such last payment date occurred (excluding such last payment date but including such same calendar day), multiplied by (ii) the deficiency shall then permitted quarterly dividend per share, and (B) for the declaration and payment of dividends by a direct or indirect wholly-owned subsidiary solely to its parent, or by a direct or indirect partially owned subsidiary of Cinergy (provided that Cinergy or the Cinergy subsidiary receives or is to receive its proportionate share of such dividend or distribution), and (C) for the declaration and payment of regular cash dividends with respect to preferred stock of Cinergy's subsidiaries outstanding as of the date of the Agreement or permitted to be fully paid on or declared and set apart for such shares before issued under the Corporation makes any distribution terms of this Agreement, and (as hereinafter definedD) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” extent advisable in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares exercise of the Corporation) or the purchase or redemption of shares fiduciary duties of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date of Cinergy, for the determination of holders of Class A-1 Preferred Stock entitled to receive declaration and payment of a customary share purchase rights plan, provided, that, (1) Cinergy shall provide Duke prior notice of any such declaration or payment and (2) in connection with any such declaration or payment, the Board of Directors of Cinergy and Cinergy shall cause (x) this Agreement and the transactions contemplated hereby to not result in a "Distribution Date" (as such term may be defined in any such share purchase rights plan) or similar event under such share purchase rights plan and (y) any such share purchase rights plan to be inapplicable in all respects to this Agreement, the Duke Merger, the Cinergy Merger and the other transactions contemplated hereby; and (ii) split, combine, reclassify or take similar action with respect to any of its capital stock or share capital or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or comprised in its share capital, (iii) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, or (iv) except as disclosed in Section 4.01(c)(iv) of the Cinergy Disclosure Letter, directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Option with respect thereto except: (A) in connection with intercompany purchases of capital stock or share capital, or (B) for the purpose of funding the Cinergy Employee Stock Option Plans or employee stock ownership or dividend declared thereonreinvestment and stock purchase plans, which record date shall be no more than sixty or (60C) daysmandatory repurchases or redemptions of preferred stock of Cinergy's subsidiaries in accordance with the terms thereof.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivecumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends and shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, semiannually commencing on the fifteenth 180th day of October, January, April and July following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each of such dates date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the date of issuancepreceding Dividend Payment Date (or, and shall be pro-rated for the first such quarterly period if the same there is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateno preceding Dividend Payment Date, the average of Issue Date) and ending on the closing bid prices for day immediately prior to the Company’s common stock for the ten trading days immediately preceding the next Dividend Payment Date. Such Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”). Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends payable in respect of shares initially issued to any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared Holder who is contractually obligated to appear and set apart for such shares before the Corporation makes vote in favor of any distribution (as hereinafter defined) to the holders proposal made at a meeting of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares stockholders of the CorporationCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the purchase or redemption Affiliates of either) fails so to appear and vote in favor. Any shares of issued to such Holders shall bear the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStockholder Approval Legend.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available thereforefor payment, cumulative dividends at the annual rate of 6% per annum Dividend Rate (“Dividends”). Dividends on the Preferred Stock shall be paid quarterly in arrears at the Dividend Rate in cash or, at the election of the per share purchase price Corporation, subject to receipt of any necessary Shareholder Approval ($1.10to the extent necessary), in Common Stock as provided pursuant to Section 4. For the avoidance of doubt, unless prohibited by applicable law, (i) the Board shall not fail to declare such Dividends on Preferred Stock and (ii) notwithstanding anything contained herein to the contrary, dividends on the Preferred Stock shall accrue for all fiscal periods during which the Preferred Stock is outstanding, regardless of whether the Class A-1 Preferred StockCorporation has earnings in any such period, whether there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Such dividends Dividends shall be payable in arrears on each Dividend Payment Date to the holders of record of Preferred Stock as they appear on the Corporation’s stock register at the close of business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during such period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any Outstanding share of the Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a sufficient sum has been set apart for the payment of such dividend, upon all Outstanding shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Stock. (each of such dates being c) No dividends or other distributions (other than a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All dividend or distribution payable solely in shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Parity Stock or Junior Stock (in the case of stock Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation (except by (i) conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash solely in lieu of fractional shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Parity Stock) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority), unless all Accumulated Dividends (as of the date of such declaration, payment, redemption, purchase or acquisition) shall have been or contemporaneously are declared and paid in cash. Further, no dividends or other distributions (other than a dividend or distribution payable solely in shares of Junior Stock and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Junior Stock (except payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority) unless the payment of the dividend in respect of the Preferred Stock for the most recent dividend period ending on or prior to the date of such declaration or payment has been declared and paid in cash or declared and a sum of cash sufficient for the payment thereof has been set aside for such payment. Notwithstanding the foregoing, if full dividends have not been paid on the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other at the time of declaration. (d) Holders of shares of Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends (it being understood that this Section 3(d) shall not limit the Corporation’s obligations pursuant to Section 3(a). (e) If any Dividend Payment Date falls on a given dateday that is not a Business Day, the average required payment will be on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the closing bid prices for delay. (f) The holders of shares of Preferred Stock at the Companyclose of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance with Sections 8 or 9 following such Dividend Record Date or the Corporation’s common stock for default in payment of the ten trading days immediately preceding the dividend due on such Dividend Payment Date. Such dividends In the case of conversion of shares of Preferred Stock pursuant to Section 5 following the close of business on a Dividend Record Date but prior to the corresponding Dividend Payment Date, the holders of such shares shall accrue on each not be entitled to receive the corresponding dividend payment following conversion (it being understood that the value thereof is included in the conversion terms set forth in Section 5). (g) Notwithstanding anything herein to the contrary, to the extent that any Holder’s right to participate in any Dividend would result in the Holder exceeding the Beneficial Ownership Limitation or the Permitted Percentage Limitation, then the rights appurtenant to such share commencing on Dividend to which such Holder is entitled pursuant hereto shall be limited to the date of issue, and same extent provided in Section 11 hereof. (h) Except as provided in Section 8 the Corporation shall accrue from day to daymake no payment or allowance for unpaid dividends, whether or not earned in arrears, on converted shares of Preferred Stock or declared. Such for dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, on the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is Stock issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysupon conversion.

Dividends. (a) The holders Holders as of 12:00 noon, New York City time, on the outstanding Class A-1 Preferred Stock applicable Dividend Payment Date, shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available thereforetherefor, cumulative dividends dividends, at the annual rate Applicable Dividend Rate. Dividends on the shares of 6% per annum RP so declared and payable shall be paid (i) in preference to and in priority over any dividends declared and payable on the Common Shares, and (ii) to the extent permitted under the Code and to the extent available and in preference to and priority over any dividends declared and payable on the Common Shares, out of tax-exempt income earned on the Trust's investments, subject to the application of the per share purchase price ($1.10) alternative minimum tax provisions of the Class A-1 Preferred StockCode. Such Dividends on shares of RP will be designated as exempt-interest dividends up to the amount of net tax-exempt income of the Trust for purposes of section 852 of the Code. (b) Dividends on each share of RP shall accumulate from its Date of Original Issue and will be payable, when, as and if declared by the Board of Trustees, on each Dividend Payment Date applicable to such share of RP. (c) Each declared dividend shall be payable in on the applicable Dividend Payment Date to the Holder or Holders of such shares of the Company’s Class A-1 Preferred Stock quarterlyRP as set forth in paragraph 3(a). Dividends on any share of RP in arrears with respect to any past Dividend Payment Date may be declared and paid at any time, on the fifteenth day of October, January, April and July (each of such dates being a “without reference to any regular Dividend Payment Date”) commencing on , to the Holder of such share as of a date not exceeding five Business Days preceding the date of issuance, and payment thereof as may be fixed by the Board of Trustees. Any dividend payment made on any share of RP shall be pro-rated for first credited against the first such quarterly period if the same is less than 91 dividends accumulated but unpaid (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such ) with respect to the earliest Dividend Payment Date on which dividends were not paid. (d) Neither Holders nor Beneficial Owners of shares of RP shall be entitled to any dividends on the shares of RP, whether payable in cash, property or stock, in excess of full cumulative so dividends thereon, except as set forth in paragraph 3(1) of this Part I. Except as provided in paragraph 3(h) of this Part I, neither Holders nor Beneficial Owners of shares of RP shall be entitled to any interest, or other additional amount, on any dividend payment on any share of RP which may be in arrears. (e) Except as otherwise provided herein, the Applicable Dividend Rate on each share of RP for each Dividend Period with respect to such share shall be equal to the rate per annum that if such results from implementation of the remarketing procedures described in Part II hereof. (f) The amount of declared dividends for each share of RP payable on each Dividend Payment Date in respect of any previous quarterly dividend period shall not have been paid on, the deficiency Dividend Period shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired computed by the Corporation from employees pursuant Trust by multiplying the Applicable Dividend Rate in effect with respect to the terms of any employee incentive plan, agreement or arrangement) including any dividends payable on such transfer, purchase or redemption share on such Dividend Payment Date by a subsidiary fraction the numerator of the Corporation. The time of any distribution by way of dividend which shall be the date number of declaration thereof days such share was outstanding from and including its Date of Original Issue or the preceding Dividend Payment Date, as the case may be, to and including the last day of such Dividend Period, and the denominator of which shall be 365, and then multiplying the percentage so obtained by $100,000. In accordance with the remarketing procedures described in Part II hereof, there may exist at any given time a number of Dividend Payment Dates for all outstanding shares of RP and dividends on any such share shall be payable only on a Dividend Payment Date applicable to such share. (g) No later than by 12:00 noon, New York City time, on each Dividend Payment Date, the Trust shall deposit in same-day funds with the Paying Agent the full amount of any distribution by purchase dividend declared and payable on such Dividend Payment Date on any share of RP. (h) The Applicable Dividend Rate for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; any share of RP for which an Optional Dividend Period or a Special Dividend Period would otherwise have commenced on the first day of a Non-Payment Period shall have, instead, a 7-day Dividend Period; and each Dividend Period commencing after the first day of, and during, a Non-Payment Period shall be a 7-day Dividend Period. Any amount of any dividend due on any Dividend Payment Date for any shares of RP (if, prior to 12:00 noon, New York City time, on such Dividend Payment Date, the Trust has declared such dividend payable on or within three Business Days after such Dividend Payment Date to the Holders of such shares of RP as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any shares of shares RP not paid to such Holders when due but paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, shall incur a late charge to be paid therewith to such Holders and calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period divided by 365. For the purposes of the foregoing and paragraphs 3(g) and 4(g) of this Part I, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the same time on the preceding Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (i) Except during a Non-Payment Period, by 1:00 p.m. on the Tender Date in the Remarketing at the end of the Initial Dividend Period applicable to a share of RP, and by 1:00 p.m. on the Tender Date in the Remarketing at the end of each subsequent Dividend Period applicable to a share of RP, the Beneficial Owner of such share may elect to tender such share or to hold such share for the next Dividend Period. If the Beneficial Owner of such share of RP elects to hold such share, such Beneficial Owner shall elect to hold such share for a 7-day Dividend Period or a 28-day Dividend Period or any available Optional Dividend Period or a Special Dividend Period if the succeeding Dividend Period with respect to such share has been designated by the Board of Trustees as a Special Dividend Period; provided that, (i) if such Beneficial Owner shall elect to hold such share for a 7-day Dividend Period or a 28-day Dividend Period, but (a) there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing, such Beneficial Owner shall hold such share for a 7-day Dividend Period, and the Applicable Dividend Rate shall be the Maximum Dividend Rate for a 7-day cash Dividend Period or property is transferred by (b) the Corporation, whether or not pursuant Remarketing Agents are unable to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares remarket in such exchange. The Remarketing all shares of RP subject to such Remarketing and tendered (or deemed tendered) to them at a price of $100,000 per share, such Beneficial Owner shall hold such share for the Dividend Period it had chosen and the Applicable Dividend Rate therefor shall be the applicable Maximum Dividend Rate, and (ii) if the Board of Directors may fix Trustees has designated the next succeeding Dividend Period with respect to such share as a record date for Special Dividend Period or such Beneficial Owner elects an available Optional Dividend Period with respect to such shares and there are no Remarketing Agents, the determination Remarketing Agents are not required to conduct a Remarketing or the Remarketing Agents are unable to remarket in the Remarketing on the Dividend Reset Date following such Tender Date all shares of holders RP tendered (or deemed tendered) to them at a price of Class A-1 Preferred Stock entitled to receive payment $100,000 per share, then the next succeeding Dividend Period in respect of a dividend declared thereon, which record date such share shall be no more than sixty (60) days.a 7-day Dividend Period, and the Applicable Dividend Rate

Dividends. (a) 3.1. The holders of the outstanding Class A-1 Series D Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefor that purpose, cumulative dividends payable in cash at the annual rate of 6% per annum Annual Dividend Rate. All dividends shall be cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of the per share purchase price ($1.10) Corporation legally available for the payment of such dividends, and shall be payable monthly, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the Class A-1 Preferred Stockfirst Dividend Payment Date after the Issue Date. Such dividends Each such dividend shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series D Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated fixed by the Board of Directors. Accrued and unpaid dividends for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall any past Dividend Periods may be valued authorized and declared and paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateany time, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Such The amount of accrued and unpaid dividends on any Series D Preferred Share at any date shall accrue on each be the amount of any dividends thereon calculated at the applicable rate to and including such share commencing on the date of issue, and shall accrue from day to daydate, whether or not earned or declared, which have not been paid in cash. 3.2. Such The amount of dividends payable for each full Dividend Period for the Series D Preferred Shares shall be cumulative so that if such computed by dividing the Annual Dividend Rate by twelve. The amount of dividends in respect payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D Preferred Shares shall be computed on the basis of any previous quarterly dividend period twelve 30-day months and a 360-day year. Holders of Series D Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series D Preferred Shares, except for any other amounts provided herein. 3.3. So long as any Series D Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series D Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series D Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series D Preferred Shares and such class or classes or series of Parity Shares. 3.4. So long as any Series D Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment or other distribution authorized and declared and made upon Junior Shares (other than dividends or other distributions (i) paid in respect of the Common Shares issued pursuant to the Securities Purchase Agreement or stock issued pursuant to the Contingent Value Rights Agreement or (ii) paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than (i) a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary or (ii) a purchase or other acquisition of Common Shares made in connection with the Corporation from employees pursuant restrictions on ownership and transfer set forth in Section 4.07 of the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for shares Junior Shares), unless in each case the time of full cumulative dividends on all outstanding Series D Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the distribution is the date when the Corporation acquires the shares in Series D Preferred Shares and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Shares.

Dividends. (a) The holders of Dividends on the outstanding Class A-1 Series E Preferred Stock shall will be entitled to receivepayable semi-annually in arrears, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefunds, on a non-cumulative dividends basis on the $10,000 per share liquidation preference, at the an annual rate of 6% per annum of equal to 9%. Subject to the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such foregoing, dividends shall will be payable in shares arrears on December 1 and June 1 of the Company’s Class A-1 Preferred Stock quarterlyeach year (each, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) ), commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date (as defined in paragraph 3(b)), or, if any such day is not a business day, the next business day. Each dividend will be payable to holders of record as they appear on the Corporation’s stock register on the fifteenth day of the month prior to the month in which the relevant Dividend Payment Date occurs. Each period from and including a Dividend Payment Date (or the date of issuance, and shall the issuance of the Series E Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as a “Dividend Period.” Dividends payable for each Dividend Period will be procomputed on the basis of a 360-rated for the first such quarterly period if the same is less than 91 (ninetyday year consisting of twelve 30-one) daysday months. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock If a scheduled Dividend Payment Date falls on a given dateday that is not a business day, the average of dividend will be paid on the closing bid prices for next business day as if it were paid on the Company’s common stock for the ten trading days immediately preceding the scheduled Dividend Payment Date. Such dividends shall , and no interest or other amount will accrue on each such share commencing the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. (b) Dividends on the date Series E Preferred Stock will be non-cumulative. If for any reason the Board of issueDirectors does not authorize and the Corporation does not declare full cash dividends on the Series E Preferred Stock for a Dividend Period, and shall accrue from day the Corporation will have no obligation to daypay any dividends for that period, whether or not earned the Board of Directors authorizes and the Corporation declares dividends on the Series E Preferred Stock for any subsequent Dividend Period. The Corporation is not obligated to and will not pay holders of the Series E Preferred Stock any dividend in excess of the dividends on the Series E Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends. (c) The Series E Preferred Stock created hereby shall rank equally, as to dividends, with the Corporation’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred Stock”), Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series D Preferred Stock”) and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series F Preferred Stock”). The Corporation may not declare or declaredpay or set apart for payment full dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the Series E Preferred Stock unless the Corporation has previously declared and paid or set apart for payment, or the Corporation contemporaneously declares and pays or sets apart for payment, full dividends on the Series E Preferred Stock for the most recently completed Dividend Period. Such When dividends shall are not paid in full on the Series E Preferred Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Series E Preferred Stock and such equally ranking series will be cumulative so that if such dividends in respect declared and paid pro rata. For purposes of any previous quarterly calculating the pro rata allocation of partial dividend period shall not have been paid onpayments, the deficiency shall Corporation will allocate dividend payments based on the ratio between the then-current dividend payments due on shares of Series E Preferred Stock and the aggregate of the current and accrued dividends due on any equally ranking series. The Corporation will not pay interest or any sum of money instead of interest on any dividend payment that may be fully in arrears on the Series E Preferred Stock. Unless the Corporation has paid on or declared and set aside for payment full dividends on the Series E Preferred Stock for the most recently completed Dividend Period, the Corporation will not: · declare or make any dividend payment or distribution on any junior ranking stock, other than a dividend paid in junior ranking stock, or · redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or equally ranking stock, except by conversion into or exchange for junior ranking stock. As used herein, “junior to the Series E Preferred Stock,” “junior ranking stock” and like terms refer to the Corporation’s Common Stock and any other class or series of the Corporation’s capital stock over which the Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up, and “equally ranking” and like terms refer to the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock, and any other class or series of the Corporation’s capital stock that ranks on a parity with the Series E Preferred Stock in the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up. Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Corporation’s Common Stock and any other stock ranking equally with or junior to the Series E Preferred Stock from time to time out of any assets legally available for such shares before the Corporation makes any distribution (as hereinafter defined) to payment, and the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series E Preferred Stock will not be entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysparticipate in those dividends.

Dividends. (a) The In the event that a distribution with respect to the shares of REIT III Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT III Common Stock on the outstanding Class A-1 Preferred Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. After the signing of this Agreement and before the REIT Merger Effective Time, REIT III shall coordinate with REIT II with respect to the declaration of, and the setting of record dates and payment dates for dividends on REIT III Common Stock so that holders of REIT III Common Stock do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT III Common Stock and a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT III Common Stock or a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock received in the REIT Merger. (b) In the event that REIT III shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), it shall notify REIT II at least 20 days prior to the Closing Date, and REIT II shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price ($1.10) payable to holders of the Class A-1 Preferred REIT II Common Stock. Such dividends shall be payable , in shares an amount per share of the Company’s Class A-1 Preferred REIT II Common Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) equal to the holders quotient obtained by dividing (x) the dividend declared by REIT III with respect to each share of REIT III Common StockStock by (y) the Exchange Ratio. Accrued but unpaid dividends In the event that REIT II shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare or property without consideration, whether by way of pay any dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees other distribution that is expressly permitted pursuant to the terms proviso at the end of any employee incentive planSection 6.2(b)(iii), agreement or arrangementit shall notify REIT III at least 20 days prior to the Closing Date, and REIT III shall be entitled to declare a dividend per share payable to holders of REIT III Common Stock, in an amount per share of REIT III Common Stock equal to the quotient obtained by multiplying (x) including any such transfer, purchase or redemption the dividend declared by a subsidiary REIT II with respect to each share of REIT II Common Stock by (y) the CorporationExchange Ratio. The record date and time of and payment date and time for any distribution by way of dividend payable pursuant to this Section 7.8(b) shall be prior to the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) The holders of shares of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available thereforetherefor, cumulative cash dividends at the annual rate described in Section 3(b). To the extent declared by the Board of 6% per annum Directors, dividends will be payable quarterly on the 15th day of the per share purchase price ($1.10) first month of each calendar quarter in San Francisco, California, or if not a Business Day in San Francisco, California, the Class A-1 Preferred Stock. Such dividends shall be payable next succeeding Business Day in shares San Francisco, California, and in the case of any accrued but unpaid dividends, at such additional times, if any, as determined by the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day Board of October, January, April and July Directors (each of such dates being a “Dividend Payment Date”); provided, however, that the first Dividend Payment Date for the Series A-1 Cumulative Redeemable Preferred Stock was January 16, 2017, in San Francisco, California, and the first Dividend Payment Date for the Series A-2 Cumulative Redeemable Preferred Stock will be January 15, 2018. A “Business Day” shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York, San Francisco, California or Tokyo, Japan are authorized or required by law, regulation or executive order to close. It is expected that the Board of Directors will declare any dividends by the end of the month prior to the month in which such dividends are to be paid. No less than five (5) commencing Business Days before each Dividend Payment Date, the Company shall notify the holders of the Series A Preferred Stock of such Dividend Payment Date and the amount of the dividend payment for each of the Series A-1 Cumulative Redeemable Preferred Stock and the Series A-2 Cumulative Redeemable Preferred Stock. Dividends on the Series A-1 Cumulative Redeemable Preferred Stock will accrue and be cumulative from and including the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average issuance of the closing bid prices for Series A-1 Preferred Stock (the Company’s common stock for “Series A-1 Original Issue Date”) and Dividends on the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall Series A-2 Cumulative Redeemable Preferred Stock will accrue on each such share commencing on and be cumulative from and including the date of issueissuance of the Series A-2 Preferred Stock (the “Series A-2 Original Issue Date”). The term “Original Issue Date” when used with respect to the Series A-1 Cumulative Redeemable Preferred stock shall mean the Series A-1 Original Issue Date, and when used with respect to the Series A-2 Cumulative Redeemable Preferred Stock shall accrue from day to day, whether or not earned or declaredmean the Series A-2 Original Issue Date. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid onHowever, the deficiency shall Board of Directors will not be fully paid on or declared required to declare dividends, and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall the Series A Preferred Stock will not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant be entitled to the terms require payment of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividend.

Dividends. (a) The holders of No dividends or other distributions declared after the outstanding Class A-1 Preferred Effective Time on AFC Common Stock shall be entitled paid with respect to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in any shares of AFC Common Stock represented by an APY Stock Certificate until such APY Stock Certificate is surrendered for exchange according to the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) daysprocedures described above. All No fractional shares of common stock shall AFC Common Stock will be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees issued pursuant to the terms Merger. In lieu of the issuance of any employee incentive planfractional shares of AFC Common Stock, agreement or arrangement) including any cash will be paid to holders of such transfer, purchase or redemption by a subsidiary fractional share in the amount of the Corporation. The time product of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such fractional share multiplied by the Corporation, whether or not pursuant Average Stock Price. THE RECAPITALIZATION APY is currently authorized to a contract issue only one class of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchangeAPY Common Stock. The Board of Directors may fix of APY has approved, and SMA, the holder of more than a record date majority of the outstanding APY Common Stock, has approved by written consent, an amendment to the APY Charter that would authorize the issuance of APY Class B Common Stock. Immediately prior to and as a condition precedent to the consummation of the Merger, APY will file such Amendment with the Secretary of State of Delaware and will exchange one share of the APY Class B Common Stock for each share of APY Common Stock held by SMA. Such shares of APY Class B Common Stock shall remain outstanding after the determination Merger. See "The Charter Amendment" and "Appendix A-2--Form of holders Charter Amendment." CERTAIN REPRESENTATIONS AND WARRANTIES The Merger Agreement contains customary representations and warranties by AFC, Merger Sub and APY as to, among other things, (i) due organization, valid existence and good standing; (ii) corporate authority to enter into the Merger Agreement and related agreements; (iii) authorized capital stock; (iv) ownership of Class A-1 Preferred Stock entitled to receive subsidiaries; (v) the lack of conflict of the Merger Agreement and related agreements and transactions with charters, bylaws, law and certain agreements; (vi) consents, approvals and authorizations of governmental entities; (vii) compliance with law and contract; (viii) the filing of certain documents with the Commission; (ix) the accuracy of financial statements; (x) the absence of certain litigation; (xi) the absence of certain changes including those having a material adverse effect, the payment of dividends other than regular quarterly cash dividends and a dividend declared thereonchange in accounting policy; (xii) the receipt of fairness opinions; and (xiii) the lack of any contract or agreement obligating the payment of finder's fees, which record date shall be brokerage or agent's commissions, other than agreements with Salomon Brothers and ▇▇▇▇▇▇▇ ▇▇▇▇▇. In addition, AFC represents that (i) immediately following the Effective Time, it will have available funds to satisfy the cash portion of the Merger Consideration; and (ii) to its knowledge, no more than sixty (60) days.event has occurred or condition exists in connection with the Merger that would cause it to fail to satisfy any material applicable statute or written regulation. CERTAIN COVENANTS Conduct of Business Pending the Reorganization. Pursuant to the Merger Agreement, AFC and APY have made various customary covenants relating to the Merger Transactions. APY has agreed that, prior to the 47

Dividends. (a) 3.1. The holders of the outstanding Class A-1 Series E Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefor that purpose, cumulative dividends payable in cash at the annual rate of 6% per annum Annual Dividend Rate. All dividends shall be cumulative from the date such Series E Preferred Shares are issued (but shall include accrued but unpaid dividends on the Series D Preferred Shares that have been exchanged for the Series E Preferred Shares), whether or not in any Dividend Period or Periods there shall be funds of the per share purchase price ($1.10) Corporation legally available for the payment of such dividends, and shall be payable monthly, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the Class A-1 first Dividend Payment Date after the date such Series E Preferred StockShares are issued. Such dividends Each such dividend shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series E Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated fixed by the Board of Directors. Accrued and unpaid dividends for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall any past Dividend Periods may be valued authorized and declared and paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateany time, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Such The amount of accrued and unpaid dividends on any Series E Preferred Share at any date shall accrue on each be the amount of any dividends thereon calculated at the applicable rate to and including such share commencing on the date of issue, and shall accrue from day to daydate, whether or not earned or declared, which have not been paid in cash. 3.2. Such The amount of dividends payable for each full Dividend Period for the Series E Preferred Shares shall be cumulative so that if such computed by dividing the Annual Dividend Rate by twelve. The amount of dividends in respect payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series E Preferred Shares shall be computed on the basis of any previous quarterly dividend period twelve 30-day months and a 360-day year. Holders of Series E Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series E Preferred Shares, except for any other amounts provided herein. 3.3. So long as any Series E Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series E Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series E Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series E Preferred Shares and such class or classes or series of Parity Shares. 3.4. So long as any Series E Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment or other distribution authorized and declared and made upon Junior Shares (other than dividends or other distributions (i) paid in respect of the Common Shares issued pursuant to the Securities Purchase Agreement or stock issued pursuant to the Contingent Value Rights Agreement or (ii) paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than (i) a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary or (ii) a purchase or other acquisition of Common Shares made in connection with the Corporation from employees pursuant restrictions on ownership and transfer set forth in Section 4.07 of the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for shares Junior Shares), unless in each case the time of full cumulative dividends on all outstanding Series E Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the distribution is the date when the Corporation acquires the shares in Series E Preferred Shares and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Shares.

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock MRP Shares shall be entitled to receivereceive quarterly cumulative cash dividends, when, as and if authorized by the Board of Directors and declared by the Company, out of funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of equal to the per share purchase price Applicable Rate ($1.10or the Default Rate), and no more, payable on the respective dates determined as set forth in paragraph (b) of this Section 2. Dividends on Outstanding MRP Shares shall accumulate from the Class A-1 Preferred Stock. Such dividends Original Issue Date. (i) Dividends shall be payable in shares quarterly when, as and if authorized by the Board of Directors and declared by the Company’s Class A-1 Preferred Stock quarterly, Company beginning on the fifteenth day of October, January, April and July (each of such dates being a “initial Dividend Payment Date, on MRP Shares, with respect to any Dividend Period thereafter on the first (1st) Business Day following each Quarterly Dividend Date. (ii) Except as otherwise set forth herein, the Company shall pay an aggregate amount of federal funds or similar same-day funds, equal to the dividends to be paid to all Holders of such shares on such Dividend Payment Date in accordance with Section 14 of the Securities Purchase Agreement. The Company shall not be required to establish any reserves for the payment of dividends. (iii) Each dividend on MRP Shares shall be paid on the Dividend Payment Date therefor to the Holders as their names appear on the share ledger or share records of the Company at the close of business on the fifth (5th) day prior to the Quarterly Dividend Date (or if such day is not a Business Day, the next preceding Business Day). Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the share ledger or share records of the Company at the close of business on a date, not exceeding 5 days preceding the payment date thereof, as may be fixed by the Board of Directors. No interest will be payable in respect of any dividend payment or payments which may be in arrears. (i) So long as the MRP Shares are rated on any date no less than “A” by Fitch (and no less than an equivalent of such ratings by some Other Rating Agency), the dividend rate on such Outstanding MRP Shares (the “Dividend Rate”) commencing shall be the Applicable Rate. If the lowest credit rating assigned on any date to the MRP Shares by Fitch or any Other Rating Agency is equal to one of the ratings set forth in the table below (or its equivalent by some Other Rating Agency), the Dividend Rate for the MRP Shares shall be adjusted by adding the respective enhanced dividend amount (which shall not be cumulative) set opposite such rating (or the equivalent rating from any Other Rating Agency) to the Applicable Rate. FITCH ENHANCED DIVIDEND AMOUNT The Company shall, at all times, use its reasonable best efforts to cause at least one NRSRO to maintain a current rating on the date MRP Shares. If, notwithstanding the foregoing requirements of issuancethis Section 2(c)(i), and no Rating Agency is rating the Outstanding MRP Shares, the Dividend Rate (so long as no such rating exists) on the Outstanding MRP Shares shall be pro-rated for equal to the first such quarterly period Applicable Rate plus 4.0% unless the Dividend Rate is the Default Rate, in which case the Dividend Rate shall remain the Default Rate. (ii) Subject to the cure provisions below, a “Default Period” will commence on any Dividend Payment Date or any date on which the Company would be required to redeem any MRP Shares regardless of whether any of the conditions of the Special Proviso in Section 3(a)(iv) were applicable, if the same is less than 91 (ninety-one) days. All shares Company either fails to pay directly in accordance with Section 14 of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Securities Purchase Agreement or, in the case of stock clause (B) below, fails to deposit irrevocably in trust in federal funds or similar funds, with the Paying Agent by 1:00 pm, New York City time, (A) the full amount of any dividend payable on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date (a “Dividend Default”) or (B) the full amount of any redemption price payable with respect to any redemption required hereunder regardless of whether any of the conditions of the Special Proviso exists (the “Redemption Date”) (a “Redemption Default,” and together with a Dividend Default, is hereinafter referred to as “Default”). Such Subject to the cure provisions of Section 2(c)(iii) below, a Default Period with respect to a Dividend Default or a Redemption Default shall end on the Business Day on which, by 12:00 noon, New York City time, all unpaid dividends and any unpaid redemption price shall accrue have been directly paid in accordance with Section 14 of the Securities Purchase Agreement. In the case of a Default, the Dividend Rate for each day during the Default Period will be equal to the Default Rate. (iii) No Default Period with respect to a Dividend Default or Redemption Default (if such default is not solely due to the willful failure of the Company) shall be deemed to commence if the amount of any dividend or any redemption price due is paid in accordance with Section 14 of the Securities Purchase Agreement within three Business Days (the “Default Rate Cure Period”) after the applicable Dividend Payment Date or Redemption Date, together with an amount equal to the Default Rate applied to the amount of such non-payment based on the actual number of days within the Default Rate Cure Period divided by 360. (iv) The amount of dividends per share payable on each Dividend Payment Date of each Dividend Period shall be computed by multiplying the Applicable Rate (or the Default Rate) for such share commencing Dividend Period by a fraction, the numerator of which shall be 90 and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per MRP Share, and rounding the amount so obtained to the nearest cent. Dividends payable on any MRP Shares for any period of less than a full quarterly Dividend Period, including in connection with the first Dividend Period or upon any redemption of such shares on any date other than on a Dividend Payment Date, shall be computed by multiplying the Applicable Rate (or the Default Rate) for such period by a fraction, the numerator of which shall be the actual number of days in such period and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per MRP Share, and rounding the amount so obtained to the nearest cent. (d) Any dividend payment made on MRP Shares shall first be credited against the earliest accumulated but unpaid dividends due with respect to such MRP Shares. (e) For so long as the MRP Shares are Outstanding, except as contemplated herein, the Company will not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Shares or other shares of capital stock, if any, ranking junior to the MRP Shares as to dividends or upon liquidation) with respect to Common Shares or any other shares of the Company ranking junior to or on a parity with the MRP Shares as to dividends or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Company ranking junior to the MRP Shares as to dividends and upon liquidation) or any such parity shares (except by conversion into or exchange for shares of the Company ranking junior to or on a parity with the MRP Shares as to dividends and upon liquidation), unless (1) immediately after such transaction the MRP Shares Asset Coverage would be achieved and the Company would satisfy the MRP Shares Basic Maintenance Amount, (2) full cumulative dividends on the MRP Shares due on or prior to the date of issuethe transaction have been declared and paid, and shall accrue from day (3) the Company has redeemed the full number of MRP Shares required to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends redeemed by any provision for mandatory redemption contained in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution Section 3(a) (as hereinafter defined) without regard to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares provisions of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSpecial Proviso).

Dividends. Declare or pay, or permit any of its Subsidiaries to declare or pay, any dividends or make any other distribution on Capital Stock of Rayonier or any of its Subsidiaries (a) The holders other than dividends or distributions payable solely in Capital Stock of the outstanding Class A-1 Preferred Stock shall be entitled to receiveRayonier or, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given datedividends paid to Rayonier or any of its Subsidiaries, the average Capital Stock of such Subsidiary) or purchase, redeem, defease or otherwise acquire or retire for value, or permit any of its Subsidiaries to purchase, redeem, defease or otherwise acquire or retire for value any of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment DateCapital Stock of Rayonier or any of its Subsidiaries at any time outstanding except as provided in this Section 5.03(a). Such dividends shall accrue on each such share commencing on the date So long as no Default or Event of issueDefault has occurred and is then continuing, Rayonier and shall accrue from day to day, whether or not earned or declared. Such dividends its Subsidiaries shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid onpermitted to redeem, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend repurchase or otherwise (except a dividend acquire or retire any of their respective Capital Stock and declare and pay dividends on their respective Capital Stock from time to time in shares of the Corporation) amounts determined by Rayonier or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant such Subsidiaries; provided, however, that subject to the terms of the next sentence, in no event shall Rayonier (or, after any employee incentive planAdditional Borrower Effective Date, agreement the Additional Borrower) declare or arrangementpay dividends on its Capital Stock if dividends (other than dividends or distributions payable solely in Capital Stock of Rayonier (or, after the Additional Borrower Effective Date, the Additional Borrower)) including paid in, or with respect to, any period of four Fiscal Quarters, in the aggregate, would exceed the sum of (1) 90% of Funds From Operations for such transfer, purchase or redemption by a subsidiary period plus (2) the aggregate amount of dividends permitted pursuant to the foregoing clause (1) in the preceding period of four Fiscal Quarters in excess of the Corporationaggregate amount dividends actually paid during such period. The time of any distribution by way of dividend shall be Notwithstanding the date of declaration thereof and foregoing, unless at the time of such distribution any distribution by purchase or redemption Event of shares Default has occurred and is then continuing under Section 6.01(a), Rayonier (and, if applicable any Additional Borrower) shall be the day permitted to declare and pay whatever amount of cash or property dividends is transferred by the Corporation, whether or not pursuant necessary for Rayonier to maintain its tax status as a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysREIT.

Dividends. (a) The holders of It is agreed that (i) the outstanding Class A-1 Preferred Stock Parties shall be entitled take such actions as are necessary to receive, out of funds legally available therefore, cumulative dividends at ensure that the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect timing of any previous regular quarterly dividend period shall not have been paid onto common stockholders or shareholders by either Company or Parent prior to the Closing will be coordinated so that, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to if either the holders of Company Common Stock or the holders of Parent Common Shares receive a distribution for a particular calendar quarter prior to the Closing Date, then the holders of Parent Common Shares and the holders of Company Common Stock, respectively, shall also receive a distribution for such calendar quarter prior to the Closing Date and (ii) the Parties will coordinate such that any such quarterly distribution by Company and Parent shall have the same record date and the same payment date, which shall be consistent with Parent’s historical record dates and payment dates unless otherwise agreed between the Parties, in order to ensure that the common stockholders of Company and the common shareholders of Parent receive the same number of such dividends prior to the Effective Time (provided that the amount of any such quarterly dividend declared by Company shall be consistent with Section 6.1(b)(ii) and the amount of any such quarterly dividend declared by Parent shall be consistent with Section 6.2(b)(ii)). (b) If Company or any Company Subsidiary, in consultation with Parent, determines that it is necessary to declare a Permitted REIT Dividend, Company shall notify Parent at least twenty (20) days prior to the anticipated Closing Date. Accrued but unpaid dividends shall not bear interest. “Distribution” Notwithstanding anything to the contrary contained herein, in this section 5 means the transfer of cash event Company declares a Permitted REIT Dividend other than a Permitted REIT Dividend necessitated by action or property without consideration, whether actions requested by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees Parent pursuant to Section 7.17, the terms Exchange Ratio will be ratably adjusted to the extent necessary or appropriate to reflect fully the effect of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of change resulting from the CorporationPermitted REIT Dividend. The time of record date and payment date for any distribution Permitted REIT Dividend payable by way of dividend Company or any Company Subsidiary shall be the close of business on the last Business Day prior to the Closing Date. (c) If Parent or any Parent Subsidiary, in consultation with Company, determines that it is necessary to declare a Permitted REIT Dividend, Parent shall notify Company at least twenty (20) days prior to the anticipated Closing Date. Notwithstanding anything to the contrary contained herein, in the event Parent declares a Permitted REIT Dividend, the Exchange Ratio will be ratably adjusted to the extent necessary or appropriate to reflect fully the effect of such change resulting from the Permitted REIT Dividend. The record date of declaration thereof and the time of payment date for any distribution Permitted REIT Dividend payable by purchase Parent or redemption of shares any Parent Subsidiary shall be the day cash or property is transferred by close of business on the Corporation, whether or not pursuant last Business Day prior to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) 10.4.1 The holders Borrower shall not and shall procure that no other member of the outstanding Class A-1 Preferred Stock shall be entitled NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to receiveany person, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum provided that (i) subsidiaries of the per share purchase price ($1.10) Borrower may pay dividends to another member of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of NCLC Group; (ii) the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such Borrower may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Borrower’s capital stock with respect to income taxable as a result of any previous quarterly member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group and (iii) after the later of (x) the listing of the ordinary capital stock of the Borrower or parent company of the Borrower on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been cancelled and/or prepaid and/or repaid, dividends may be paid in an amount not to exceed [*] of the Consolidated Net Income of the Borrower and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend period shall not and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) provided to the holders Agent pursuant to Clause 10.2 is less than [*]. The Agent shall use the Application of Common Stock. Accrued but unpaid Proceeds Formulation to determine whether an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid. 10.4.2 The Borrower will procure that any dividends shall not bear interest. “Distribution” or other distributions and interest paid or payable in this section 5 means connection therewith received by the transfer of cash or property without considerationShareholder, whether NCL America Holdings and/or Arrasas will be paid to the Borrower by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayspromptly on receipt.

Dividends. (a) The holders Beginning on the applicable Issue Date, the Holders of the outstanding Class A-1 shares of Convertible Preferred Stock being issued on such Issue Date shall be entitled to receive, when, as, and if declared by the Special Committee, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Convertible Preferred Stock, at the annual rate (the "Dividend Rate") of 610 3/8% per annum multiplied by the then-effective liquidation preference per share of the per share purchase price ($1.10) of the Class A-1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEVCO, INC.-PAGE 6 204 Convertible Preferred Stock. Such Additional dividends, at the Dividend Rate, shall accrue in respect of, and compound on, any dividends which are in arrears. All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared. Such dividends , from the Issue Date and shall compound to the extent not paid on the next succeeding Dividend Payment Date, and shall be cumulative so that if payable quarterly in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the applicable Issue Date. At the option of the corporation as determined by the Special Committee, any dividend payable on any Dividend Payment Date may be declared and paid wholly or partially "in kind" in lieu of cash, by issuing whole shares of Series B Nonvoting Preferred Stock on such dividends Dividend Payment Date with an aggregate liquidation preference in respect an amount equal to the aggregate cash dividend cumulated and unpaid to such date (or any portion thereof) with cash paid in lieu of issuing fractional shares. The amount of any previous quarterly dividend period shall dividends payable on any Dividend Payment Date not have been declared or paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of full in cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption issuance of shares of Series B Nonvoting Preferred Stock shall be added to the Corporation for cash or property (except for an exchange of shares liquidation preference of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any Convertible Preferred Stock on such transfer, purchase or redemption by a subsidiary of the Corporationdate. The time of any distribution by way of Each dividend shall be payable to Holders of record as they appear on the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time stock books of the distribution is corporation on the date when Dividend Record Date immediately preceding the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysrelated Dividend Payment Date.

Dividends. USI and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to USI to enable USI to, and USI may (a) The holders pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the outstanding Class A-1 Preferred Stock USI’s board of directors) and (c) so long as no Default or Unmatured Default shall be entitled continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of USI and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to receiveUSI and USI may redeem, out repurchase, acquire or retire an amount of funds legally available thereforeits capital stock or warrants or options therefor, cumulative dividends or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the annual rate time of 6% per annum of making such Distribution the per share purchase price Leverage Ratio ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Companycalculated on a pro forma basis based on USI’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April most recent financial statements delivered pursuant to Section 6.1 and July (each of such dates being a “Dividend Payment Date”) commencing on giving effect to any Permitted Acquisition since the date of issuancesuch financial statements, such Distribution and shall be pro-rated for any Indebtedness incurred in connection therewith, all in accordance with the first such quarterly period if the same terms of this Agreement) is less than 91 to 3.00 to 1.00, on an unlimited basis, and (ninety-oneb) days. All shares of common stock shall be valued if at the Fair Market Value thereof. As used herein Fair Market Value shall mean in time of making such Distribution the case of stock Leverage Ratio (calculated on a given date, the average of the closing bid prices for the Companypro forma basis based on USI’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of issuesuch financial statements, such Distribution and shall accrue from day to dayany Indebtedness incurred in connection therewith, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends all in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to accordance with the terms of any employee incentive plan, agreement this Agreement) is greater than or arrangement) including any such transfer, purchase or redemption by a subsidiary of equal to 3.00 to 1.00 in an amount not greater than the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysMaximum Payment Amount.

Dividends. (a) The Subject to Section E below, the holders of shares of Convertible Preferred Stock, in preference to the outstanding Class A-1 Preferred Stock holders of any Junior Securities other than Common Stock, shall be entitled to receive, receive mandatory cash dividends on an As-Converted-to-Common-Stock-Basis in an amount equal to the cash dividends declared by the Board on the Common Stock out of funds of the Corporation legally available thereforetherefor, but only as, when, and if so declared. The Convertible Preferred Stock will not accrue dividends until and unless the date on which the holders of Capital Stock of the Corporation do not approve the Merger at the first meeting of stockholders upon which such matter is submitted for a vote after the date hereof or otherwise on the 60th day following the closing of the Exchange Offer if the Merger has not been consummated by such date (the “Dividend Accrual Date”). Beginning on and following such Dividend Accrual Date and ending on the date upon which the Merger becomes effective, the Convertible Preferred Stock shall accrue cumulative dividends on its Liquidation Preference at the an annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends 20%, which shall be payable in shares added to the Liquidation Preference of the Company’s Class A-1 such Convertible Preferred Stock quarterly, on the fifteenth last day of Octobereach calendar quarter (i.e., JanuaryMarch 31, April June 30, September 30 and July December 31) (each of such dates all dividends on Convertible Preferred Stock described in this Section D declared or accrued but remaining unpaid and which have not been added to the Liquidation Preference pursuant to this Section D being a referred to herein as “Dividend Payment DateAccrued Dividends”) commencing on the date of issuance, and ). All dividend accruals pursuant to this Section D shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock based on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date365-day year. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period Any Accrued Dividends shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockbear interest. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of may be declared and paid at any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daystime.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Shares shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends per Preferred Share at a rate equal to the product of (x) the Annual Dividend Rate and (y) the Stated Liquidation Preference Amount. In addition, the holders of Preferred Shares shall be entitled to receive dividends paid or payable on the Common Shares from time to time, if any, whether paid or payable in cash, shares of Capital Stock of the Corporation (including, but not limited to, Common Shares), evidence of its Indebtedness, rights or warrants to subscribe for or purchase any of its securities or any other assets or property, with respect to the number of Common Shares, or portion thereof, into which each Preferred Share is then convertible at the annual rate of 6% per annum Conversion Price. The amount referred to in the foregoing sentence with respect to each Dividend Period shall be determined as of the per share purchase price applicable Dividend Payment Record Date by multiplying the number of Common Shares, or portion thereof calculated to the fourth decimal point, into which a Preferred Share would be convertible at the opening of business on such Dividend Payment Record Date ($1.10based on the Conversion Price then in effect) by the dividend payable or paid for such Dividend Period in respect of a Common Share outstanding as of the Class A-1 Preferred Stockrecord date for the payment of dividends on the Common Shares with respect to such Dividend Period or, if different, with respect to the most recent period for which dividends with respect to the Common Shares have been declared. Such All dividends payable under the first sentence of this Section 3(a) shall be cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Each such dividend shall be payable in shares arrears to the holders of record of the CompanyPreferred Shares, as they appear on the stock records of the Corporation at the close of business on each record date, which shall not be more than 30 days preceding the applicable Dividend Payment Date (the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors. Any Dividend Arrearages may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends on the Preferred Shares shall, at the Corporation’s Class A-1 Preferred Stock quarterlyoption, on each Dividend Payment Date, either (i) be paid in cash on such Dividend Payment Date or (ii) added to the Stated Liquidation Preference Amount for the purposes of calculating dividends pursuant to this Section 3(a) (until such time as the Corporation declares and pays such dividend in full and in cash, at which time, such dividend shall no longer be part of the Stated Liquidation Preference Amount for the purposes of calculating dividends pursuant to this Section 3(a)) (any amount that has been added to the Stated Liquidation Preference Amount and not yet paid, a “Dividend Arrearage”). (b) The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing Preferred Shares shall be computed on the date basis of issuance, twelve 30-day months and a 360-day year. (c) All dividends paid with respect to Preferred Shares shall be pro-rated paid pro rata. (d) So long as any Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Preferred Shares and such class or classes or series of Parity Shares. (e) So long as any Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment and no other distribution shall be authorized and declared and made upon Junior Shares (other than dividends or other distributions paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any Subsidiary) for any consideration (or any moneys be paid to or made available for a sinking fund for the Corporation from employees pursuant to the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case the full cumulative dividends on all outstanding Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the Preferred Shares and all past dividend periods with respect to such Parity Shares. (f) In any case where any dividend payment date shall not pursuant to be a contract Business Day, then (notwithstanding any other provision of an earlier this Certificate of Designations) payment of dividends need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the dividend payment date; provided provided, however, that where a negotiable debt security is issued in exchange for shares the time no interest shall accrue on such amount of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date dividends for the determination of holders of Class A-1 Preferred Stock entitled to receive period from and after such dividend payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdate.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivereceive with respect to each share of Series A Preferred Stock, when, as and if declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends at the annual a rate of 6% per annum of the per share purchase price equal to two percent ($1.102%) of the Class A-1 then effective Liquidation Preference per share, payable in (A) cash, (B) additional shares of Series A Preferred Stock. Such Stock (ADDITIONAL SHARES) or (C) any combination of the foregoing in accordance with the terms of this paragraph 4; provided, however, that dividends shall must be payable solely in cash unless, with respect to each Dividend Payment Date (as hereinafter defined) on which the Corporation elects to pay all or a portion of the applicable dividend in Additional Shares, the Corporation delivers to the holders a certified resolution of the Board of Directors of the Corporation finding that payment of the dividend solely in cash would materially adversely affect the financial condition of the Corporation; and provided, further, however that the Corporation may not issue Additional Shares in lieu of cash dividends unless sufficient shares of the Company’s Class A-1 Series A Preferred Stock quarterly, on the fifteenth day of October, January, April remain authorized and July (each of such dates being a “Dividend Payment Date”) commencing on the date of available for issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so from the Issue Date regardless of when actually issued (except that if dividends on Additional Shares shall accrue from the date such Additional Shares are issued), whether or not in any Dividend Period or Dividend Periods there shall be funds of the Corporation legally available for the payment of such dividends and whether or not dividends are declared, and shall be payable on April 21 of each year (unless such day is not a Business Day, in which event such dividends shall be payable on the next succeeding Business Day) (each such date being a DIVIDEND PAYMENT DATE and each such annual period being a DIVIDEND PERIOD). Each such dividend shall be payable to the holders of record of shares of the Series A Preferred Stock as they appear on the share register of the Corporation on the corresponding Record Date. As used herein, the term RECORD DATE means, with respect to the dividend payable on April 21 of each year, the date 45 days preceding April 21. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such record date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends shall accumulate to the extent that they are not paid on the Dividend Payment Date for the Dividend Period to which they relate. (b) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any previous quarterly dividend period payment or payments on the Series A Preferred Stock that may be in arrears; provided that if dividends are not paid in full on any Dividend Payment Date, the amount so payable, to the extent not paid, shall not be added to the then effective Liquidation Preference on such Dividend Payment Date. (c) So long as any shares of the Series A Preferred Stock are outstanding, no dividend, except as described in the next succeeding sentence, shall be declared or paid or set apart for payment on any Parity Securities, nor shall any Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation, directly or indirectly, (except by conversion into or exchange for Junior Securities) unless in each case full cumulative dividends have been or contemporaneously are declared and paid on, the deficiency shall be fully paid on or declared and consideration sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series A Preferred Stock for all Dividend Periods terminating on or prior to the holders date of Common Stockpayment of the dividend on such class or series of Parity Securities or the redemption, purchase or other acquisition thereof. Accrued but unpaid When dividends shall are not bear interest. “Distribution” paid in this section 5 means the transfer of cash full or property without considerationconsideration sufficient for such payment is not set apart, whether by way of dividend or otherwise (except a dividend in as aforesaid, all dividends declared upon shares of the CorporationSeries A Preferred Stock and all dividends declared upon any other class or series of Parity Securities shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series A Preferred Stock and accumulated and unpaid on such Parity Securities. (d) So long as any shares of the Series A Preferred Stock are outstanding, no dividends (other than dividends or the distributions paid in shares of, or to effectuate a stock split on, or options, warrants or rights to subscribe for or purchase shares of, Junior Securities) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired (other than a redemption, purchase or redemption other acquisition of shares of the Corporation Common Stock made for cash purposes of an employee incentive or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary) (any such dividend, distribution, redemption or purchase being hereinafter referred to as a JUNIOR SECURITIES DISTRIBUTION) for any consideration (or any moneys be paid to or made available for a sinking fund for the Corporation from employees pursuant to the terms redemption of any employee incentive plan, agreement or arrangement) including shares of any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred stock) by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for Junior Securities), unless in each case (i) the full cumulative dividends on all outstanding shares the time of the distribution is Series A Preferred Stock and accrued and unpaid dividends on any other Parity Securities shall have been paid or set apart for payment for all past Dividend Periods with respect to the date when the Corporation acquires the shares in Series A Preferred Stock and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date Parity Securities and (ii) sufficient consideration shall have been paid or set apart for the determination payment of holders of Class A-1 the dividend for the current Dividend Period with respect to the Series A Preferred Stock entitled and the current dividend period with respect to receive payment such Parity Securities. (e) The number of a Additional Shares to be issued as dividends in lieu of cash will equal the quotient of (X) the cash amount of the dividend declared thereon, which record date shall be no more than sixty that otherwise would have been payable in cash and (60Y) daysthe then effective Liquidation Preference per share.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Dividends that become payable on Restricted Shares -------------------- shall be entitled held by the Company in escrow in accordance with the provisions of this Agreement. In this connection, on each Common Stock dividend payment date while the Restricted Shares remain outstanding and restricted hereunder (each, a "RS Dividend Date"), the Company shall be deemed to receivehave reinvested any cash dividend otherwise then payable on the Restricted Shares in a number of phantom shares of Common Stock (including any fractional share) equal to the quotient of such dividend divided by the Market Value of a share of Common Stock on such RS Dividend Date and to have credited such shares to an unfunded book account in the Grantee's name (the "Dividend Escrow Account"). As of each subsequent RS Dividend Date, out of funds legally available therefore, cumulative dividends the phantom shares then credited to the Dividend Escrow Account shall be deemed to receive a dividend at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends then applicable dividend rate, which shall be reinvested in the same manner in such account in the form of additional phantom shares. If any dividend payable on any RS Dividend Date is paid in shares the form of Common Stock, then any such stock dividend shall be treated as additional Restricted Shares under this Agreement, with such additional Restricted Shares being subject to the Company’s Class A-1 Preferred Stock quarterlysame vesting and other restrictions as the Restricted Shares with respect to which dividends became payable, on and with any fractional share being treated as a cash dividend that is subject to the fifteenth day of October, January, April escrow and July (each of such dates being a “Dividend Payment Date”) commencing on reinvestment procedures in this Section 4. Any other non-cash dividends credited with respect to Restricted Shares shall be subject to the date of issuanceescrow and reinvestment procedures in this Section 4, and shall be pro-rated valued for purposes of this Section 4 at the first such quarterly period if fair market value thereof as of the same is less than 91 relevant RS Dividend Date, as determined by the Compensation Committee of the Board of Directors (ninety-onethe "Committee") daysin its sole discretion. All On the Vesting Date, the Company shall deliver out of escrow to the Grantee that whole number of shares of common stock shall be valued at Common Stock equal to the Fair Market Value thereof. As used herein Fair Market Value shall mean in whole number of phantom shares then credited to the case of stock on a given date, Dividend Escrow Account as the average result of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, deemed investment and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends reinvestment in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in phantom shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant dividends attributable to the terms Restricted Shares. The value of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend fractional share shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued paid in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayscash.

Dividends. (a) The With respect to each Dividend Period and subject to the rights of the holders of shares of Preferred Stock ranking senior to or on parity with the outstanding Class A-1 Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of assets of the Company legally available for the payment of dividends, quarterly cumulative cash dividends in an amount per share of Series C Preferred Stock equal to the greater of (i) $21.25 and (ii) the amount of the regular quarterly cash dividends for such Dividend Period upon the number of shares of Common Stock (or portion thereof) into which such Series C Preferred Stock is then convertible in accordance with Section VII hereof (but, with respect to any Dividend Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Dividend Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of dividends described under either clause (i) or (ii) of this paragraph for the initial Dividend Period, or any other period shorter than a full Dividend Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The dividends on the Series C Preferred Stock for each Dividend Period shall, if and to the extent declared or authorized by the Board, be paid in arrears (without interest or other amount) on the Dividend Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available therefore, cumulative for the payment thereof and whether or not such dividends at are declared or authorized. The record date for dividends to the annual rate holders of 6% per annum shares of the per share purchase price ($1.10) of the Class A-1 Series C Preferred Stock. Such dividends Stock for any Dividend Period shall be payable in the same as the record date for the dividends to the holders of shares of Common Stock for such Dividend Period (or, if no such record is set for the Company’s Class A-1 Preferred Stock quarterlyCommon Stock, on the fifteenth day of Octoberthe calendar month in which the applicable Dividend Payment Date falls). Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, January, April and July (each of such dates being a “without reference to any Dividend Payment Date”) commencing , to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board. Any dividend payment made on the date shares of issuanceSeries C Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares which remains payable. No interest, and or sum of money in lieu of interest, shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares owing or payable in respect of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing any dividend payment or payments on the date of issue, and shall accrue from day to daySeries C Preferred Stock, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysarrears.

Dividends. (i) Dividends on the Company Preferred Securities will be payable from the date of initial issuance on a noncumulative basis, through October 2010 semi-annually in arrears on April [--] and October [--] of each year and thereafter on January [--], April [--], July [--] and October [--] of each year (each a "Dividend Payment Date" and each period from and including a Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, a "Dividend Period") for the Dividend Period then ending, but only if the Company has legally available funds for such purpose and satisfies the other qualifications described below. Dividends will be payable on the liquidation preference (i) for each Dividend Period through the Dividend Period ending on the Dividend Payment Date in October 2010, at a fixed rate per annum on the liquidation preference equal to [--]% (calculated on the basis of a year of twelve 30-day months) and (ii) for each dividend period commencing on such Dividend Payment Date and thereafter, at a floating rate per annum on the liquidation preference equal to [--]% above three-month LIBOR (calculated on the basis of the actual number of days elapsed in a 360-day year). Dividends will be mandatorily due and payable in the circumstances described in Section 7.3(b)(ii) below, except that dividends will never be mandatorily due and payable if the Capital Limitation described below in Section 7.3(b)(iii) applies. If dividends on a Dividend Payment Date are neither mandatorily due and payable nor prohibited by application of the Capital Limitation, then (i) payment of dividends on the Company Preferred Securities will be limited by the Bank's Available Distributable Profits (see Section 7.3(b)(iv), below) and (ii) if the Bank delivers, on or before the tenth Business Day immediately preceding such Dividend Payment Date, an instruction (a "No Dividend Instruction") to the Company not to pay dividends on such Dividend Payment Date or to pay less than full dividends on such Dividend Payment Date, dividends payable on the related Dividend Payment Date will be limited as provided in such No Dividend Instruction (see Section 7.3(b)(v) below). LIBOR, with respect to a Determination Date, means the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the second London Banking Day immediately following that Determination Date that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on that Determination Date. If such rate does not appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates which deposits in U.S. dollars for a three-month period commencing on the second London Banking Day immediately following that Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative for a single transaction in such market at such time, are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on that Determination Date. The Calculation Agent will request the principal London office of each of such banks to provide a quotation at its rate. If at least two such quotations are provided, LIBOR with respect to that Determination will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of that Determination Date will be the arithmetic mean of the rates quoted by three major money center banks in New York City selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., New York City time, on that Determination Date for loans in U.S. dollars to leading European banks for a three-month period commencing on the second London Banking Day immediately following that Determination Date and in a principal amount equal to an amount of not less than $1,000,000. However, if the banks selected by the Calculation Agent to provide quotations are not quoting as mentioned in this paragraph, LIBOR for the applicable period will be the same as LIBOR as determined on the previous Determination Date. All percentages resulting from any calculations on the Company Preferred Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward). (ii) The Company is required to pay dividends on the Company Preferred Securities in three circumstances, as follows: (A) If the Bank declares or pays dividends or makes any other payment or distribution on any Bank Junior Obligations and the Capital Limitation does not apply, then the Company will be required to pay full dividends on the -29- 34 Company Preferred Securities during the one-year period beginning on and including the earlier of the date on which such dividend was declared or the date on which such dividend or other payment was made. (B) If the Bank or any of its subsidiaries redeems, repurchases or otherwise acquires any Bank Parity Securities or Bank Junior Obligations for any consideration, except by conversion into or exchange for shares or Junior Obligations of the Bank and except as described below (and provided that the Capital Limitation does not apply), then the Company will be required to pay dividends on the Company Preferred Securities during the one-year period beginning on and including the date on which such redemption, repurchase or other acquisition occurred. (C) If (x) the Bank or any of its subsidiaries declares or pays any dividends or makes any other payment or distribution on any Bank Parity Securities on any date and (y) during the Relevant Period ending on and including such date there occurred a Dividend Payment Date as to which the Company paid no dividends or less than full dividends on the Company Preferred Securities, and provided that the Capital Limitation does not apply, then on that date the Company will be required to pay a special dividend on the Company Preferred Securities. The special dividend will be payable on that date whether or not that date is otherwise a Dividend Payment Date and, if it is a Dividend Payment Date, will be in addition to any other dividends required to be paid on such Dividend Payment Date. The special dividend will be in an amount that, when taken together with dividends previously paid on the Company Preferred Securities during the Relevant Period, represents the same proportion of full dividends on the Company Preferred Securities for all Dividend Payment Dates during the Relevant Period that the dividend on Bank Parity Securities paid on such date bears to full dividends on such Bank Parity Securities for the Relevant Period. Notwithstanding paragraph (B) above, the Company will not be required to pay dividends solely as a result of (a) The holders repurchases, redemptions or other acquisitions of Bank Parity Securities or ordinary shares in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder share purchase plan or in connection with the issuance of Bank Parity Securities or Bank Junior Obligations (or securities convertible into or exercisable for such Bank Parity Securities or Bank Junior Obligations) as consideration in an acquisition transaction, (b) market-making in the Bank Parity Securities or ordinary shares as part of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum securities business of the per share Bank or any of its subsidiaries, (c) the purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable fractional interests in shares of Bank Parity Securities or Bank Junior Obligations pursuant to the Company’s Class A-1 Preferred Stock quarterlyconversion or exchange provisions of such Bank Parity Securities or Bank Junior Obligations or the security being converted or exchanged, (d) any declaration of a dividend in connection with any shareholder's rights plan, or the issuance of rights, shares or other property under any shareholder's rights plan, or the redemption or repurchase of rights pursuant to any such plan, or (e) any dividend in the form of shares, warrants, options or other rights where the dividend shares or the shares -30- 35 issuable upon exercise of such warrants, options or other rights are the same shares as that on which the dividend is being paid or ranks pari passu with or junior to such shares. Any Dividend Payment Date or other date on which dividends on the fifteenth day of OctoberCompany Preferred Securities are required to be paid as described in paragraphs (A), January, April and July (each of such dates being B) or (C) above is a “"Mandatory Dividend Payment Date”." The amount of dividends required to be paid on any Mandatory Dividend Payment Date (after giving effect to the Capital Limitation, if applicable) commencing is called the "Mandatory Dividend Payment Amount". If a Dividend Payment Date is a Mandatory Dividend Payment Date, the Company will be required to pay the Mandatory Dividend Payment Amount as dividends on that date whether or not there are Available Distributable Profits and whether or not interest is paid on the Subordinated Notes. (iii) The prohibition on the payment of dividends on the Company Preferred Securities as described below is called the "Capital Limitation". Unless the Swiss Federal Banking Commission expressly permits otherwise, the Company will not pay dividends on the Company Preferred Securities on any Dividend Payment Date (whether or not it is a Mandatory Dividend Payment Date) if on such date the Bank is not in compliance, or because of issuancea distribution by the Bank or any of its subsidiaries of profits of the Bank (including a payment of dividends on the Company Preferred Securities) would not be in compliance, with the Swiss Federal Banking Commission's minimum capital adequacy requirements applicable to the Bank as then in effect. (iv) The limitation or prohibition on the payment of dividends on the Company Preferred Securities as described below is called the "Distributable Profits Limitation". The Distributable Profits Limitation will not limit or prohibit payment of dividends up to the Mandatory Dividend Payment Amount as to a Mandatory Dividend Payment Date. On or before the Dividend Payment Date in April of each year, the Bank will deliver a certificate to the Company (a "Distributable Profits Limitation Certificate") specifying: (i) the Distributable Profits of the Bank for the financial year ending on the preceding December 31 and (ii) the Available Distributable Profits for payment of dividends on the Company Preferred Securities on the Dividend Payment Dates in the then current year. Unless the Company is required to pay as dividends the Mandatory Dividend Payment Amount for a Mandatory Dividend Payment Date, (A) the aggregate amount of dividends on the Company Preferred Securities that the Company may pay on the Dividend Payment Date in April of the current year may not exceed the lesser of full dividends and the Available Distributable Profits set forth in such Distributable Profits Limitation Certificate, and shall be pro-rated for (B) the first such quarterly period if aggregate amount of dividends on the same is less than 91 Company Preferred Securities that the Company may pay on any subsequent Dividend Payment Date in the current year (ninety-one) days. All shares or in January of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean following year in the case of stock dividend payment dates occurring after October 2010) may not (v) Except for the Mandatory Dividend Payment Amounts required to be paid on Mandatory Dividend Payment Dates: (A) dividends on Company Preferred Securities will not be payable on a given dateDividend Payment Date if, on or before the average of the closing bid prices for the Company’s common stock for the ten trading days tenth Business Day immediately preceding the such Dividend Payment Date. Such , the Bank delivers a No Dividend Instruction to the Company instructing it not to pay dividends shall accrue on each such share commencing Dividend Payment Date; and (B) if, on or before the tenth Business Day immediately preceding such Dividend Payment Date, the Bank delivers a No Dividend Instruction to the Company limiting but not prohibiting the payment of dividends on such Dividend Payment Date, dividends on the date Company Preferred Security will be payable on such Dividend Payment Date only to the extent permitted by such No Dividend Instruction. If a No Dividend Instruction is given, then the Company must promptly give notice to holders of issuethe Company Preferred Securities in the manner described in Section 7.3(i) of the fact that it has received a No Dividend Instruction and the amount of dividends, and shall accrue from day to dayif any, whether or not earned or declared. Such dividends shall that will be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysrelated Dividend Payment Date.

Dividends. (a) The So long as any shares of Series C Convertible Preferred Stock shall be outstanding, and subject to the right of holders of Common Stock to receive the Common Special Distribution, or if applicable, the right of the holders of the outstanding Class A-1 Convertible Preferred Stock and Purchaser in respect of the Warrant to receive the Other Equity Special Distribution, the holders of shares of Series C Convertible Preferred Stock shall be entitled to receivereceive during each year with respect to each share of Series C Convertible Preferred Stock, when, as and if declared by the Board out of any funds legally available thereforefor the payment of dividends in cash, cumulative an amount equal to the greater of (x) the Dividend Rate on the Liquidation Preference hereunder, or (y) all dividends at paid in respect of a share of Common Stock (excluding the annual rate of 6% per annum Common Special Distribution) during such year calculated on the basis of the per number of shares of Common Stock into which a share purchase price of Series C Preferred Stock may be converted, regardless of whether such stock is then convertible. Dividends in an amount equal to the greater of clauses ($1.10x) or (y) in the preceding sentence, shall begin to accrue on a cumulative basis from the Original Issue Date, whether or not there shall be net profits or net assets of the Class A-1 Company legally available for the payment of those dividends and shall continue to accrue on a daily basis thereon until the date such share is converted into Common Stock in accordance with the provisions of this Certificate. As set forth in the definition of Liquidation Preference, unpaid dividends, whether or not declared, shall be added to and become a part of the Liquidation Preference. (b) Notwithstanding the foregoing, during the period commencing on the Original Issue Date and ending on the fifth anniversary of the Original Issue Date, the Company may not declare or pay dividends (except as otherwise provided herein) in respect of the Series C Convertible Preferred Stock, any Parity Securities or any Junior Securities, but dividends in respect of the Series C Convertible Preferred Stock shall continue to accrue in accordance with the provisions of Section 4(a). Such Thereafter, dividends to the extent declared by the Board of Directors shall be payable quarterly in arrears on the first Business Day of each calendar quarter (a "Dividend Payment Date") to holders of record on the tenth Business Day immediately prior to such Dividend Payment Date. (c) So long as any share of the Series C Convertible Preferred Stock is outstanding, no dividends (other than the Common Special Distribution, or the Rights Offering, or if applicable, the Other Equity Special Distribution due to Purchaser in respect of the Warrant) shall be declared or paid or set apart for payment or other distribution, declared or made upon Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Company, directly or indirectly (except by conversion into or exchange for Junior Securities), other than (i) a redemption, purchase or other acquisition of shares of Common Stock (or Common Stock equivalents) made for purposes of an employee incentive or benefit plan of the Company or any subsidiary or to satisfy the Company's obligations pursuant to any contract or security requiring the Company to purchase shares of Common Stock (or Common Stock equivalents), (ii) any distribution in respect of the TOPrS or the 5 1/4% Convertible Subordinated Debentures due 2016 required pursuant to the terms of such securities, (iii) dividends or distribution of shares of Common Stock or rights on Common Stock, (iv) the purchase of fractional interests in shares of the Company’s Class A-1 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Company or its Subsidiaries upon termination of employment or retirement, or (vi) as a result of a reclassification of the Company's capital stock for another class or series of the Company's capital stock, unless and until in each case (i) all accrued and unpaid dividends for all past dividend periods on the Series C Convertible Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and any other Parity Securities shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, and (ii) sufficient funds shall have been paid for the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) current dividend period with respect to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including Series C Convertible Preferred Stock and any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Securities.

Dividends. (a) 3.1 The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, when, as, and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Cumulative Preferred Stock, at the annual a rate of 6% per annum of equal to the per share purchase price Dividend Rate ($1.10as defined below and applicable from time to time) of on the Class A-1 Preferred StockLiquidation Preference and all accrued and unpaid dividends. Such dividends shall be cumulative and accrue and compound quarterly (whether or not earned or declared and whether or not there are funds legally available therefor) from the date of issuance thereof (the “Issue Date”) and shall be payable in shares on each dividend payment date declared by the Board of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Directors (each of such dates being a “Dividend Payment Date”) commencing to holders of record at the close of business on the date specified by the Board of issuance, and Directors at the time such dividend is declared (the “Record Date”). Any such Record Date shall be pro-rated for the first such quarterly period if the same is no more than 60 days and no less than 91 (ninety-one) days. All shares of common stock shall be valued at 10 days prior to the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the relevant Dividend Payment Date. Such dividends shall accrue on each such share commencing Any dividend not paid on the date of issue, Dividend Payment Date therefor shall be fully cumulative and shall accrue from day to day, and compound (whether or not earned or declared. Such declared and whether or not there are funds legally available therefor) at the Dividend Rate per annum compounded quarterly from the date of such Dividend Payment Date and shall be in arrears until paid. 3.2 Each fractional share of Cumulative Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Cumulative Preferred Stock pursuant to paragraph 3.1, and all such dividends with respect to such outstanding fractional shares shall be cumulative so that if such dividends in respect of any previous quarterly dividend period and shall accrue and compound (whether or not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defineddeclared) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof the issuance of such share or fractional share, as the case may be, and shall be payable in the time same manner and at such times as provided for in paragraph 3.1 with respect to dividends on each outstanding share of Cumulative Preferred Stock. Each fractional share of Cumulative Preferred Stock outstanding shall also be entitled to a ratably proportionate amount of any distribution by purchase or redemption other distributions made with respect to each outstanding share of shares Cumulative Preferred Stock, and all such distributions shall be payable in the day cash or property is transferred by same manner and at the Corporation, whether or not pursuant same time as distributions with respect to a contract each outstanding share of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Cumulative Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStock.

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock a particular series of AMPS shall be entitled to receive, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available thereforetherefor, cumulative dividends each consisting of cash at the annual rate Applicable Rate and no more, payable on the respective dates set forth below. Dividends on the shares of 6% per annum each series of AMPS so declared and payable shall be paid in preference to and in priority over any dividends declared and payable on the Common Shares. (i) Cash dividends on shares of each series of AMPS shall accumulate at the relevant Applicable Rate(s) from the Date of Original Issue and shall be payable, when, as and if declared by the Board of Trustees of the per share purchase price ($1.10) Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Following the Initial Dividend Payment Date for a series of AMPS, dividends on that series of AMPS will be payable, at the option of the Class A-1 Preferred Stock. Such dividends shall be payable in shares Trust, either (i) with respect to any 7-Day Dividend Period and any Short Term Dividend Period of the Company’s Class A-1 Preferred Stock quarterly35 or fewer days, on the fifteenth day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and on the day next succeeding the last day thereof (each such date referred to in clause (i) or (ii) being herein referred to as a “Normal Dividend Payment Date”), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of AMPS is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of AMPS, then the last day of Octobersuch Dividend Period for such other series of AMPS shall be the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, Januaryif for any reason a Dividend Payment Date cannot be fixed as described above, April then the Board of Trustees of the Trust shall fix the Dividend Payment Date. However, no Dividend Period of any series of AMPS shall be co-extensive with any Dividend Period of any other series of AMPS unless the Trust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of AMPS. The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of AMPS set forth in the Declaration of Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and July (each Special Dividend Periods with respect to a series of such dates being AMPS are hereinafter sometimes referred to as “Dividend Periods.” Each dividend payment date determined as provided above is hereinafter referred to as a “Dividend Payment Date.” (ii) commencing Each dividend shall be paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately Business Day preceding the Dividend Payment Date. Such dividends Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the Stock Register on a date, not exceeding 15 days prior to the payment date therefor, as may be fixed by the Board of Trustees of the Trust. (i) During the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for a series of AMPS (the “Initial Dividend Period”), the Applicable Rate for such series of AMPS shall accrue be the Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of AMPS, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a “Subsequent Dividend Period”), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to the next Dividend Payment Date (or last Dividend Payment Date in a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the rate per annum that results from implementation of the Auction Procedures. For a series of AMPS, the Applicable Rate for such share series for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; and each Dividend Period, commencing after the first day of and during, but not after the end of, a Non-Payment Period shall be a 7-Day Dividend Period. Except in the case of the willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, any amount of issueany dividend due on any Dividend Payment Date (if, prior to the close of business on the second Business Day preceding such Dividend Payment Date, the Trust has declared such dividend payable on such Dividend Payment Date to the Holders of such AMPS as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any AMPS not paid to such Holders when due may be paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, provided that such amount is accompanied by a late charge calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period (excluding any days that would have been Business Days but for the occurrence of any unforeseen event or unforeseen events that caused such days not to be Business Days) divided by 365, and in such case such period shall accrue not constitute a Non-Payment Period; provided, however, that the Trust shall not be required to pay any late charge if it declares a dividend on the Dividend Payment Date or the Business Day immediately preceding such Dividend Payment Date in accordance with clause (i) of the definition of “Non-Payment Period” and deposits payment for such dividend as contemplated by clause (ii)(A) of the definition of “Non-Payment Period” on or before the second Business Day succeeding the day on which the dividend was declared. In the case of a willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, the preceding sentence shall not apply and the Applicable Rate for the Dividend Period commencing during the Non-Payment Period resulting from such failure shall be the Non-Payment Period Rate. For purposes of the foregoing, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the same time on the preceding Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (ii) The amount of cash dividends per share of any series of AMPS payable (if declared) on the Initial Dividend Payment Date, each 7-Day Dividend Period and each Dividend Payment Date of each Short Term Dividend Period shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which will be the number of days in such Dividend Period or part thereof that such share was outstanding and the denominator of which will be 365, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent. During any Long Term Dividend Period, the amount of cash dividends per share of a series of AMPS payable (if declared) on any Dividend Payment Date shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which will be such number of days in such part of such Dividend Period that such share was outstanding and for which dividends are payable on such Dividend Payment Date and the denominator of which will be 360, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent. (iii) The Trust may, at its sole option and to the extent permitted by law, by telephonic and written notice (a “Request for Special Dividend Period”) to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for a series of AMPS be a number of days (other than seven), evenly divisible by seven and not fewer than fourteen nor more than 364 in the case of a Short Term Dividend Period or one whole year or more but not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that the Trust may not give a Request for Special Dividend Period for a Dividend Period of greater than 28 days (and any such request shall be null and void) unless, for any Auction occurring after the initial Auction, Sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends and any amounts due with respect to redemptions have been paid in full. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the second Business Day but not more than seven Business Days prior to an Auction Date for a series of AMPS and, in the case of a Long Term Dividend Period, shall be given on or prior to the second Business Day but not more than 28 days prior to an Auction Date for a series of AMPS. Upon receiving such Request for Special Dividend Period, the Broker-Dealer(s) shall jointly determine the Optional Redemption Price of the AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall give the Trust and the Auction Agent written notice (a “Response”) of such determination by no later than the second Business Day prior to such Auction Date. In making such determination the Broker-Dealer(s) will consider (1) existing short-term and long-term market rates and indices of such short-term and long-term rates, (2) existing market supply and demand for short-term and long-term securities, (3) existing yield curves for short-term and long-term securities comparable to the AMPS, (4) industry and financial conditions which may affect the AMPS, (5) the investment objectives of the Trust, and (6) the Dividend Periods and dividend rates at which current and potential beneficial holders of the AMPS would remain or become beneficial holders. After providing the Request for Special Dividend Period to the Auction Agent and each Broker-Dealer as set forth above, the Trust may by no later than the second Business Day prior to such Auction Date give a notice (a “Notice of Special Dividend Period”) to the Auction Agent, the Securities Depository and each Broker-Dealer which notice will specify (i) the duration of the Special Dividend Period, (ii) the Optional Redemption Price as specified in the related Response and (iii) the Specific Redemption Provisions, if any, as specified in the related Response. The Trust also shall provide a copy of such Notice of Special Dividend Period to ▇▇▇▇▇’▇ and any Substitute Rating Agency. The Trust shall not give a Notice of Special Dividend Period and, if the Trust has given a Notice of Special Dividend Period, the Trust is required to give telephonic and written notice of its revocation (a “Notice of Revocation”) to the Auction Agent, each Broker-Dealer, and the Securities Depository on or prior to the Business Day prior to the relevant Auction Date if (x) either the 1940 Act Preferred Shares Asset Coverage is not satisfied or the Trust shall fail to maintain ▇▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount, on each of the two Valuation Dates immediately preceding the Business Day prior to the relevant Auction Date on an actual basis and on a pro forma basis giving effect to the proposed Special Dividend Period (using as a pro forma dividend rate with respect to such Special Dividend Period the dividend rate which the Broker-Dealers shall advise the Trust is an approximately equal rate for securities similar to the AMPS with an equal dividend period) or (y) sufficient funds for the payment of dividends payable on the immediately succeeding Dividend Payment Date have not been irrevocably deposited with the Auction Agent by the close of business on the third Business Day preceding the Auction Date immediately preceding such Dividend Payment Date. The Trust also shall provide a copy of such Notice of Revocation to ▇▇▇▇▇’▇ and any Substitute Rating Agency. If the Trust is prohibited from giving a Notice of Special Dividend Period as a result of any of the factors enumerated in clause (x) or (y) above or if the Trust gives a Notice of Revocation with respect to a Notice of Special Dividend Period for any series of AMPS, the next succeeding Dividend Period will be a 7-Day Dividend Period. In addition, in the event Sufficient Clearing Bids are not made in an Auction, or if an Auction is not held for any reason, such next succeeding Dividend Period will be a 7-Day Dividend Period and the Trust may not again give a Notice of Special Dividend Period for the AMPS (and any such attempted notice shall be null and void) until Sufficient Clearing Bids have been made in an Auction with respect to a 7-Day Dividend Period. If an Auction is not held because an unforeseen event or unforeseen events cause a day that otherwise would have been a Dividend Payment Date or an Auction Date not to be a Business Day, then the length of the Dividend Period relating to such Dividend Payment Date shall be extended by seven days (or a multiple thereof if necessary because of such unforeseen event or events) (an “Extension Period”), the Applicable Rate for such Extension Period shall be the Applicable Rate for the Dividend Period so extended and the Dividend Payment Date for such Dividend Period shall be the first Business Day next succeeding the end of such Extension Period. (i) Holders shall not be entitled to any dividends, whether payable in cash, property or not earned AMPS, in excess of full cumulative dividends as herein provided. Except for the late charge payable pursuant to Section 11.2(c)(i) hereof, no interest, or declared. Such dividends sum of money in lieu of interest, shall be cumulative so that if such dividends payable in respect of any previous quarterly dividend period payment on the AMPS that may be in arrears. (ii) For so long as any AMPS are Outstanding, the Trust shall not have been paid ondeclare, the deficiency shall be fully paid on pay or declared and set apart for such shares before the Corporation makes payment any dividend or other distribution (as hereinafter defined) other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Shares or other shares of beneficial interest, if any, ranking junior to the holders AMPS as to dividends or upon liquidation) in respect of the Common Stock. Accrued but unpaid Shares or any other shares of beneficial interest of the Trust ranking junior to or on a parity with the AMPS as to dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationupon liquidation, whether by way of dividend or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except a dividend in by conversion into or exchange for shares of the CorporationTrust ranking junior to the AMPS as to dividends and upon liquidation) or the purchase any other such Parity Shares (except by conversion into or redemption of shares exchange for stock of the Corporation for cash Trust ranking junior to or property on a parity with the AMPS as to dividends and upon liquidation), unless (except for A) immediately after such transaction, the Trust shall have ▇▇▇▇▇’▇ Eligible Assets each with an exchange of shares of aggregate Discounted Value equal to or greater than the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof Preferred Shares Basic Maintenance Amount and the time of any distribution by purchase or redemption of shares Trust shall be maintain the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 1940 Act Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.Shares Asset Coverage,

Dividends. (a) The Subject to the prior preferences and other rights of any Senior Stock, the holders of the outstanding Class A-1 Series C Preferred Stock shall be entitled to receive, out of funds legally available thereforefor that purpose, cumulative cash dividends at the annual rate of in an amount equal to 6% per annum of the Liquidation Preference per share purchase price ($1.10) calculated on the basis of the Class A-1 Preferred Stocka 365-day year. Such dividends shall be payable only in shares cash, shall be cumulative from the Issue Date and shall be payable in arrears, when, as and if declared by the Board of the Company’s Class A-1 Preferred Stock quarterlyDirectors, on the fifteenth day March 31, June 30, September 30 and December 31 of October, January, April and July each year (each of such dates date being herein referred to as a “Dividend Payment Date”) ), commencing on March 31, 2006 The period between consecutive Dividend Payment Dates shall hereinafter be referred to as a “Dividend Period.” For purposes hereof, the date rights of issuance, holders of the Series C Preferred Stock to payment of such dividends shall rank pari passu with any other shares of Parity Stock then outstanding. (b) Dividends on any shares of Series C Preferred Stock shall accrue (whether or not declared and whether or not there shall be pro-rated funds legally available for the first such quarterly period if payment of dividends) on and from the same is less than 91 (ninety-one) daysIssue Date. All shares of common stock No interest shall be valued at payable with respect to any dividends that are in arrears. (c) Each such dividend shall be paid to the Fair Market Value thereofholders of record of the Series C Preferred Stock as their names appear on the share register of the Corporation on the corresponding Record Date. As used herein Fair Market Value shall mean in the case of stock on a given dateabove, the average term “Record Date” for any Dividend Period means the date that is fifteen (15) days prior to the Dividend Payment Date for such Dividend Period, or such other record date designated by the Board of Directors of the closing bid prices for Corporation with respect to the Company’s common stock for the ten trading days immediately preceding the dividend payable on such respective Dividend Payment Date. Such Dividends on account of arrears for any past Dividend Periods may be declared and paid, together with any accrued but unpaid dividends shall accrue on each such share commencing on thereon to and including the date of issuepayment, and shall accrue from day at any time, without reference to dayany Dividend Payment Date, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall record on such date, not bear interest. “Distribution” in this section 5 means exceeding 50 days preceding the transfer of cash or property without considerationpayment date thereof, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired as may be fixed by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysDirectors.

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series A Preferred Stock at the annual a rate of 6% per annum of the equal to $1.30 per share purchase price ($1.10) of the Class A-1 Preferred Stockper annum. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series A Preferred Stock, and shall be payable semi-annually in arrears on each Dividend Payment Date, commencing on the second Dividend Payment Date after the date of issuance of such Series A Preferred Stock. Each dividend on Series A Preferred Stock shall be payable to the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than 10 nor more than 60 days prior to the applicable Dividend Payment Date. Dividends shall cease to accrue in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends; provided, that such dividends shall continue to cumulate and shall be added to the Liquidation Preference at the time of repurchase as provided herein if not earlier declared and paid. Accrued dividends on the Series A Preferred Stock if not paid on the first or any subsequent Dividend Payment Date following accrual shall thereafter accrue additional dividends ("Additional Dividends") in respect thereof, compounded annually, at the rate of 13.0% per annum. (b) All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph A(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period and dividends in connection with any optional redemption pursuant to paragraph A(5)(a) may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 60 days prior to the payment of such dividends. (d) As long as any Series A Preferred Stock is outstanding, no dividends shall be declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series A Parity Securities for any period, and no Series A Parity Securities may be repurchased, redeemed or otherwise acquired, nor may funds be set apart for such payment (other than dividends, other distributions, redemptions, repurchases or acquisitions payable in Series A Junior Securities and cash in lieu of fraction share of such Series A Junior Securities in connection therewith), unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series A Preferred Stock and Series A Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such dividends or distributions on, or such repurchase or redemption of, such Series A Parity Securities (the "Series A Parity Payment Date") and (ii) any such dividends are declared and paid pro rata so that the amounts of any dividends declared and paid per share on outstanding Series A Preferred Stock and each other share of Series A Parity Securities will in all cases bear to each other the same ratio that accrued and unpaid dividends (including any Accumulated Dividends) per share of outstanding Series A Preferred Stock and such other outstanding shares of Series A Parity Securities bear to each other. (e) The Holders shall be entitled to receive the dividends provided for in paragraph A(3)(a) hereof in preference to and in priority over any dividends upon any of the Series A Junior Securities. Such dividends on the Series A Preferred Stock shall be cumulative cumulative, whether or not earned or declared, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series A Junior Securities (the date of any such shares before actions to be referred to as the "Series A Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series A Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant to the terms making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fraction share of such Series A Junior Securities in connection therewith. (f) Dividends payable on Series A Preferred Stock for any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend period less than one year shall be computed on the date basis of declaration thereof a 360-day year consisting of twelve 30-day months and the time actual number of any distribution by purchase or redemption of shares shall be days elapsed in the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange period for shares the time of the distribution is the date when the Corporation acquires the shares in which such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividends are payable.

Dividends. (ai) The Each Holder of outstanding shares of 2003 Convertible Preferred Stock, in preference to the holders of any Junior Securities of the outstanding Class A-1 Preferred Stock Corporation, shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends at on each share of 2003 Convertible Preferred Stock payable quarterly in arrears on each Dividend Payment Date in an amount equal to (A) the annual rate then applicable Dividend Rate MULTIPLIED BY (B) the sum of 6% per annum (1) all accrued but unpaid dividends on such share accrued pursuant to this PARAGRAPH (c)(i) through the end of the per share purchase price ($1.10) of Dividend Period ended immediately prior to the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days Date immediately preceding the Dividend Payment Date in question and (2) the Liquidation Value, it being understood that dividends otherwise payable on any Dividend Payment Date on each share of 2003 Convertible Preferred Stock shall accrue (whether or not declared), be fully cumulative from the Issue Date and, as a result of CLAUSE (1) above, be compounded quarterly; PROVIDED that, in the event of a Liquidation, Change of Control, Qualified Listing or Qualified Recapitalization following the first anniversary of the Issue Date, the accrual and compounding of dividends on the 2003 Convertible Preferred Stock for the period up to and including the Dividend Payment Date immediately preceding the fourth anniversary of the Issue Date shall be accelerated and shall be deemed to have fully accrued for such period as of the date immediately prior to such Liquidation, Change of Control, Qualified Listing or Qualified Recapitalization. Any payment of Dividends made in cash shall be applied to pay accrued and unpaid Dividends in reverse order of accrual thereof. (ii) Each Dividend shall be payable to the Holders of record as they appear on the stock books of the Corporation as of the close of business on the Dividend Record Date immediately preceding the related Dividend Payment Date. Such dividends Dividends shall cease to accrue on each such share commencing in respect of the shares of 2003 Convertible Preferred Stock on the date such shares of issue, and 2003 Convertible Preferred Stock are redeemed in accordance with PARAGRAPH (f) unless the Corporation shall have failed to pay the relevant redemption price on 2003 Convertible Preferred Stock to be redeemed on the date fixed for redemption. Dividends shall cease to accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of shares of 2003 Convertible Preferred Stock on the date such shares are converted in accordance with PARAGRAPH (g) and following such conversion, each Holder shall be deemed to be the holder of the shares of Common Stock issuable upon such conversion for all purposes, notwithstanding any previous quarterly dividend period delay in issuing any certificate representing such shares to such Holder. (iii) (A) So long as any share of 2003 Convertible Preferred Stock is outstanding, the Corporation shall not have been paid ondeclare, the deficiency shall be fully paid on pay or declared and set apart for such shares before payment any dividend on any Parity Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the Corporation makes purchase, redemption or other retirement of, any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) Parity Securities or the purchase any warrants, rights, calls or redemption of shares options exercisable for or convertible into any of the Corporation for cash Parity Securities whether in cash, obligations or property (except for an exchange of shares Capital Stock of the Corporation or shares acquired other property (other than in Parity Securities or Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation from employees pursuant to purchase or redeem any of the terms of any employee incentive plan, agreement Parity Securities or arrangement) including any such transferwarrants, purchase rights, calls or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued options (other than in exchange for shares Parity Securities or Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities) unless full cumulative Dividends determined in accordance herewith on the time 2003 Convertible Preferred Stock have been or contemporaneously are paid or are deemed paid in full in cash from the Issue Date through the end of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date most recently completed Dividend Period for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysDividends have accrued.

Dividends. (a) The holders of the outstanding Class A-1 Series B Preferred Stock (collectively, the "Holders") shall not be entitled to receive dividends unless, within six (6) months following the date of issuance of the Series B Preferred Stock to the Holders (the "Amendment Date"), the Company has not amended its certificate of incorporation in order to authorize a sufficient number of shares of Common Stock into which all of the issued and outstanding shares of Series B Preferred Stock may be converted. In the event the Company does not make such an amendment by the Amendment Date, the Holders shall be entitled to receive, out of funds legally available therefore, receive cumulative dividends per share at the annual rate of 6% eight percent (8%) per annum of the per share purchase price Per Share Liquidation Preference ($1.10) as defined below), which shall accrue daily from the date of issuance of the Class A-1 Series B Preferred Stock, and which shall be compounded quarterly. Such dividends shall be payable by the Company (i) prior to payment of any dividend with respect to Junior Securities and shall be equal, if not greater, in shares amount to any such dividend on a per share basis; and (ii) on parity with any dividend with respect to the Parity Securities and at an amount equal to the dividend on a per share basis received by the holders of the Company’s Class A-1 Preferred Stock quarterlyParity Securities. (b) Any and all dividends shall be payable out of any cash legally available therefor, on and if there is not a sufficient amount of cash available, then out of the fifteenth day remaining assets of October, January, April and July the Company legally available therefor (each of such dates being a “Dividend Payment Date”) commencing valued at the fair market value thereof on the date of issuancepayment, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired determined by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date of the Company); provided, however, that to the extent funds or assets are not legally available for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonany dividend, which record date then the Company shall be no more than sixty (60) dayspay such unpaid dividends promptly as funds or assets become legally available therefor.

Dividends. (a) The holders of the then outstanding Class A-1 shares of Series C Preferred Stock shall will be entitled to receive, receive out of funds of the Company legally available therefore, cumulative dividends accruing on a daily basis from the Original Issuance Date (as hereinafter defined) through and including the date on which such dividends are paid at the annual rate of 610% per annum of (the per share purchase price ($1.10"Applicable Rate") of the Class A-1 Liquidation Preference (as hereinafter defined) per share of the Series C Preferred Stock. Such dividends , payable on each March 31, June 30, September 30 and December 31, commencing on June 30, 2003 (each such date, a "Dividend Payment Date") and calculated in accordance with Section 3(d); provided that: (i) if any such Dividend Payment Date is not a Business Day then such dividend shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuancenext Business Day, and shall be pro-rated (ii) accumulated and unpaid dividends for the first such any prior quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall may be valued paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declaredany time. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall whether or not have been paid on, the deficiency shall be fully paid on earned or declared and set apart whether or not there are profits, surplus or other funds of the Company legally available for such the payment of dividends. The term "Original Issuance Date" means March [27], 2003. The dividends provided for in this Section 3(a) are hereinafter referred to as "Dividends." Dividends shall be payable, at the option of the Company, either (i) in cash, (ii) by issuance of additional shares before the Corporation makes any distribution of Series C Preferred Stock (as hereinafter definedincluding fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid, or (iii) any combination thereof. All dividends paid with respect to shares of Series C Preferred Stock, whether in cash or shares of Series C Preferred Stock, pursuant to this Section 3 shall be made pro rata among the holders of Common Stock. Accrued thereof based upon the aggregate accrued but unpaid dividends shall not bear intereston the shares held by each such holder. “Distribution” in If and when any shares are issued under this section 5 means Section 3(a) for the transfer payment of cash or property without considerationaccrued dividends, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be validly issued and outstanding and fully paid and nonassessable. For all purposes hereunder, dividends on the day cash or property is transferred by Series C Preferred Stock shall be treated as if the Corporationsame were paid on the relevant Dividend Payment Date, whether or not the same were in fact so paid or declared. In the case of shares of Series C Preferred Stock issued as a dividend on shares of Series C Preferred Stock, dividends shall accrue and be cumulative from the Dividend Payment Date in respect of which such shares were scheduled to be paid pursuant to this Section 3(a) as a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividend.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available thereforefor payment, cumulative dividends in cash at the annual rate of 6% per annum of Dividend Rate. To the per share purchase price ($1.10) of extent that the Class A-1 Preferred Stock. Such dividends shall be payable in shares of Company is legally permitted to pay dividends, the Company’s Class A-1 Preferred Stock quarterly, Board of Directors shall declare and the Company shall pay dividends in cash on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing Dividends on the date of issuePreferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accrue from day to dayaccumulate, whether or not earned or declared. Such , from the most recent date to which dividends have been paid, or, if no dividends have been paid, from the Issue Date (whether or not in any Dividend Period or Periods any agreements of the Company prohibit the current payment of dividends, there shall be cumulative so that if funds of the Company legally available for the payment of such dividends in respect or the Company declares the payment of any previous quarterly dividend period shall not have been paid ondividends), the deficiency and shall be fully paid in cash. Dividends shall be payable in arrears on or declared and set apart for such shares before the Corporation makes any distribution each Dividend Payment Date (as hereinafter definedcommencing on August 15, 2015) to the holders of Common Stockrecord of Preferred Stock as they appear on the Company’s stock register at the close of business on the relevant Dividend Record Date. Accrued but unpaid Accumulations of dividends on shares of Preferred Stock for any past Dividend Periods may be declared and paid at any time to holders of record of Preferred Stock not more than 30 nor less than 10 calendar days immediately preceding any Dividend Payment Date and shall not bear interest. “Distribution” in this section 5 means The Company shall provide not less than 20 Scheduled Trading Days’ notice prior to any such Dividend Payment Date. Dividends payable for any period less than a full quarterly Dividend Period (based upon the transfer number of cash days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) No dividend shall be declared or property without considerationpaid upon, whether by way or any sum set apart for the payment of dividends upon, any outstanding share of the Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid, or declared and a sufficient sum has been set apart for the payment of such dividend, upon all outstanding shares of Preferred Stock. (c) No dividends or other distributions (other than a dividend or otherwise (except a dividend distribution payable solely in shares of Junior Stock and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the Corporationredemption of any Parity Stock or Junior Stock) by the Company or on behalf of the Company (except by: (i) conversion into or exchange for shares of Junior Stock and cash solely in lieu of fractional shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority)), unless all Accumulated Dividends shall have been or contemporaneously are declared and paid, or are declared and a sum sufficient for the payment thereof is set apart for such payment, on the Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or redemption acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other at the time of declaration. (d) Holders of shares of Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends. (e) If any Dividend Payment Date falls on a day that is not a Business Day, the Corporation for cash required payment will be on the next succeeding Business Day and no interest or property dividends on such payment will accrue or accumulate as the case may be, in respect of the delay. (except for an exchange f) The Holders of shares of Preferred Stock at the Corporation close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance with Section 9 following such Dividend Record Date or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary Company’s default in payment of the Corporationdividend due on such Dividend Payment Date. The time of any distribution by way of dividend Except as provided in Sections 9, 10 and 11, the Company shall be the date of declaration thereof and the time of any distribution by purchase make no payment or redemption of shares shall be the day cash or property is transferred by the Corporationallowance for unpaid dividends, whether or not pursuant to a contract in arrears, on converted shares of an earlier date; provided that where a negotiable debt security is issued in exchange Preferred Stock or for shares the time of the distribution is the date when the Corporation acquires dividends on the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Common Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysissued upon conversion.

Dividends. (a) The holders HARRP Board, in its sole discretion, may declare a dividend to be paid to the Members as a class with respect to any calendar year. The dividend, if any, with respect to a calendar year shall be declared when the HARRP Board believes that all or substantially all of the outstanding Class A-1 Preferred Stock claims and losses relating to the calendar year have been resolved and additional claims and losses relating to the calendar year are barred or substantially unlikely. The amount of the dividend shall be determined by the HARRP Board, in its sole discretion. The dividend shall be allocated among the Members of record in the ratio that the Net Financial Contribution of each Member entitled to receivethe dividend for the calendar year for which the dividend is declared bears to the total Net Financial Contribution of all Members entitled to the dividend for the calendar year for which the dividend is declared. For purposes of this Agreement, out the “Net Financial Contribution” of funds legally available thereforeeach Member, cumulative dividends at with respect to the annual rate of 6% per annum of calendar year for which the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends dividend is declared, shall be payable in shares of equal to the Companypositive amount, if any, by which the Member’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated written Contribution for the first such quarterly period if calendar year exceeds the same is less than 91 (ninety-one) daysMember’s Paid Losses for the calendar year. All shares of common stock shall be valued at Notwithstanding the Fair Market Value thereof. As used herein Fair Market Value shall mean foregoing, in the case event the foregoing allocation of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” be in this section 5 means accordance with HARRP’s exemption from Federal income taxation, the transfer of cash or property without considerationHARRP Board may allocate the dividend among the Members in a fair and equitable manner, whether by way of dividend or otherwise (except a dividend determined in shares the discretion of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation HARRP Board, which shall be in accordance with HARRP’s exemption from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the CorporationFederal income taxation. The time of any distribution by way of dividend HARRP Board shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the dividend in accordance with the Bylaws. Any reasonable determination by the HARRP Board in accordance with this Section 9.1 with respect to the allocation of holders any dividend among the Members shall be conclusive and binding upon the Members. At the option of Class A-1 Preferred Stock each Member, the dividend may be received in cash or credited against future Contributions payable by the Member. Members who have terminated under Section 4.5 or have been expelled under Section 4.6 shall not be entitled to receive payment of a dividend declared thereon, relating to a calendar year (or portion thereof) during which the terminated or expelled Member was a Member of HARRP if the effective date of termination or expulsion is prior to the record date shall be no more than sixty (60) daysfor the dividend.

Dividends. (a) The holders of the then outstanding Class A-1 shares of Series B Preferred Stock shall will be entitled to receive, receive out of funds of the Company legally available therefore, cumulative dividends accruing on a daily basis from the Original Issuance Date (as hereinafter defined) through and including the date on which such dividends are paid at the annual rate of 610% per annum of (the per share purchase price ($1.10"Applicable Rate") of the Class A-1 Liquidation Preference (as hereinafter defined) per share of the Series B Preferred Stock. Such dividends , payable on each March 31, June 30, September 30 and December 31, commencing on September 30, 2002 (each such date, a "Dividend Payment Date") and calculated in accordance with Section 3(d); provided that: (i) if any such Dividend Payment Date is not a Business Day then such dividend shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuancenext Business Day, and shall be pro-rated (ii) accumulated and unpaid dividends for the first such any prior quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall may be valued paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declaredany time. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall whether or not have been paid on, the deficiency shall be fully paid on earned or declared and set apart whether or not there are profits, surplus or other funds of the Company legally available for such the payment of dividends. The term "Original Issuance Date" means June 27, 2002. The dividends provided for in this Section 3(a) are hereinafter referred to as "Dividends." Dividends shall be payable, at the option of the Company, either (i) in cash, (ii) by issuance of additional shares before the Corporation makes any distribution of Series B Preferred Stock (as hereinafter definedincluding fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid, or (iii) any combination thereof. All dividends paid with respect to shares of Series B Preferred Stock, whether in cash or shares of Series B Preferred Stock, pursuant to this Section 3 shall be made pro rata among the holders of Common Stock. Accrued thereof based upon the aggregate accrued but unpaid dividends shall not bear intereston the shares held by each such holder. “Distribution” in If and when any shares are issued under this section 5 means Section 3(a) for the transfer payment of cash or property without considerationaccrued dividends, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be validly issued and outstanding and fully paid and nonassessable. For all purposes hereunder, dividends on the day cash or property is transferred by Series B Preferred Stock shall be treated as if the Corporationsame were paid on the relevant Dividend Payment Date, whether or not the same were in fact so paid or declared. In the case of shares of Series B Preferred Stock issued as a dividend on shares of Series B Preferred Stock, dividends shall accrue and be cumulative from the Dividend Payment Date in respect of which such shares were scheduled to be paid pursuant to this Section 3(a) as a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividend.

Dividends. (a) The holders of No dividends or other distributions declared after the outstanding Class A-1 Preferred Effective Time on AFC Common Stock shall be entitled paid with respect to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in any shares of AFC Common Stock represented by an APY Stock Certificate until such APY Stock Certificate is surrendered for exchange according to the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) daysprocedures described above. All No fractional shares of common stock shall AFC Common Stock will be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees issued pursuant to the terms Merger. In lieu of the issuance of any employee incentive planfractional shares of AFC Common Stock, agreement or arrangement) including any cash will be paid to holders of such transfer, purchase or redemption by a subsidiary fractional share in the amount of the Corporation. The time product of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such fractional share multiplied by the Corporation, whether or not pursuant Average Stock Price. THE RECAPITALIZATION APY is currently authorized to a contract issue only one class of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchangeAPY Common Stock. The Board of Directors may fix of APY has approved, and SMA, the holder of more than a record date majority of the outstanding APY Common Stock, has approved by written consent, an amendment to the APY Charter that would authorize the issuance of APY Class B Common Stock. Immediately prior to and as a condition precedent to the consummation of the Merger, APY will file such Amendment with the Secretary of State of Delaware and will exchange one share of the APY Class B Common Stock for each share of APY Common Stock held by SMA. Such shares of APY Class B Common Stock shall remain outstanding after the determination Merger. See "The Charter Amendment" and "Appendix A-2--Form of holders Charter Amendment." CERTAIN REPRESENTATIONS AND WARRANTIES The Merger Agreement contains customary representations and warranties by AFC, Merger Sub and APY as to, among other things, (i) due organization, valid existence and good standing; (ii) corporate authority to enter into the Merger Agreement and related agreements; (iii) authorized capital stock; (iv) ownership of Class A-1 Preferred Stock entitled to receive subsidiaries; (v) the lack of conflict of the Merger Agreement and related agreements and transactions with charters, bylaws, law and certain agreements; (vi) consents, approvals and authorizations of governmental entities; (vii) compliance with law and contract; (viii) the filing of certain documents with the Commission; (ix) the accuracy of financial statements; (x) the absence of certain litigation; (xi) the absence of certain changes including those having a material adverse effect, the payment of dividends other than regular quarterly cash dividends and a dividend declared thereonchange in accounting policy; (xii) the receipt of fairness opinions; and (xiii) the lack of any contract or agreement obligating the payment of finder's fees, which record date shall be brokerage or agent's commissions, other than agreements with Salomon Brothers and ▇▇▇▇▇▇▇ ▇▇▇▇▇. In addition, AFC represents that (i) immediately following the Effective Time, it will have available funds to satisfy the cash portion of the Merger Consideration; and (ii) to its knowledge, no more than sixty (60) days.event has occurred or condition exists in connection with the Merger that would cause it to fail to satisfy any material applicable statute or written regulation. CERTAIN COVENANTS Conduct of Business Pending the Reorganization. Pursuant to the Merger Agreement, AFC and APY have made various customary covenants relating to the Merger Transactions. APY has agreed that, prior to the 46

Dividends. (a) The holders Holders of the outstanding Class A-1 then Outstanding shares of Series A Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative cash dividends at the annual rate of 6% per annum of the $133,466.75 per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment DateLiquidation Preference per annum. Such dividends shall accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each such share commencing Dividend Payment Date. Any dividend payable on the date Series A Preferred Stock for any partial dividend period will be computed on the basis of issuea 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable Record Date. (b) No dividends on shares of Series A Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, and including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, dividends on the Series A Preferred Stock shall accrue from day to daywhether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of dividends, whether or not earned the Corporation has earnings, whether or declared. Such dividends shall be cumulative so that if not there are funds legally available for the payment of such dividends in respect of any previous quarterly dividend period shall and whether or not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockdividends are declared. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable, but interest will not accrue on any amount of accrued but unpaid dividends on the Series A Preferred Stock. (d) Nothing contained herein shall not bear interest. “Distribution” in this section 5 means prevent or restrict the transfer Corporation from the declaration, payment or set aside for payment or any other distribution of cash or property without considerationother property, whether by way of dividend directly or otherwise (except a dividend in indirectly, on or with respect to any shares of the Corporation) Common Stock, or shares of any other class or series of equity securities ranking junior to or on a parity with the purchase Series A Preferred Stock as to dividends or upon liquidation, including without limitation accrued and unpaid dividends on the Series A Preferred Stock. Further, nothing contained herein shall prevent or restrict the Corporation from redeeming, purchasing or otherwise acquiring for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation any shares of Common Stock, or any shares of equity securities ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation. (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series A Preferred Stock and the shares of any other class or series of equity securities ranking on a parity as to dividends with the Series A Preferred Stock, all dividends declared upon the Series A Preferred Stock and any other class or series of such equity securities ranking on a parity as to dividends with the Series A Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series A Preferred Stock and such other class or series of such equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other class or series of such equity securities (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series A Preferred Stock which may be in arrears. (f) Any dividend payment made on shares of the Corporation for cash or property (except for an exchange of shares of Series A Preferred Stock shall be credited against the Corporation or shares acquired accrued but unpaid dividends due as designated by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time Holders of the Series A Preferred Stock shall not be entitled to any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationdividend, whether payable in cash, property or not pursuant to a contract shares of an earlier date; provided that where a negotiable debt security is issued Capital Stock in exchange for shares excess of full accrued dividends on the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysas described above.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, out of funds legally available therefore, cumulative receive dividends at the annual rate of 6% Dividend Rate per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock annum, compounded quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that from the Issue Date and shall be added daily to the Liquidation Preference. The dividends per share of Preferred Stock for any full quarterly period shall be computed by multiplying the Dividend Rate for such Dividend Period by the Liquidation Preference (determined as of the first day of such Dividend Period) per share and dividing the result by four. Dividends payable for any period less than a full quarterly Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed for any period less than one month. (b) In addition to the dividends specified in subparagraph 2(a) above, if dividends are declared or paid on the Common Stock, then such dividends in respect shall be declared and paid pro rata on the Common Stock and the Preferred Stock, treating each share of Preferred Stock as the greatest whole number of shares of Common Stock then issuable upon conversion thereof pursuant to paragraph 5 below. (c) So long as any previous quarterly dividend period shares of Preferred Stock shall be outstanding, the Corporation shall not have been paid on, the deficiency shall be fully paid on (i) declare or declared and set apart for such shares before the Corporation makes pay any dividend or make any distribution (as hereinafter defined) to the holders of Common on any Junior Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend in cash, property or otherwise (except a dividend other than dividends payable in shares of the Corporationclass or series upon which such dividends are declared or paid, or payable in shares of Common Stock with respect to Junior Stock for which an adjustment is made pursuant to subparagraph 5(e)(i) hereof) or (ii) purchase or redeem, or permit any Subsidiary to purchase or redeem any Junior Stock (except by conversion into or exchange solely for shares of Common Stock), or pay or make available any monies for a sinking fund for the purchase or redemption of any Junior Stock, other than up to 2,000,000 shares of Common Stock from employees of the Corporation for cash who are not directors or property (except for an exchange of shares executive officers of the Corporation or shares acquired by the Corporation from employees pursuant to the terms upon termination of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of employment with the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.

Dividends. (a) The holders of the outstanding Class A-1 shares of Redeemable Preferred Stock shall be entitled to receivereceive cumulative dividends, out of funds legally available thereforetherefor, cumulative dividends at the annual a rate of 6% eleven percent (11%) per annum annum, before any dividend or distribution in cash or other property on common stock or any other class or series of stock of the per share purchase price Corporation shall be declared or paid or set apart for payment. ($1.10b) of Dividends on the Class A-1 Redeemable Preferred Stock. Such dividends shall be payable on March 31, June 30, September 30 and December 31 of each year until the Redeemable Preferred is redeemed in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July full or is otherwise no longer outstanding (each of such dates date being hereinafter individually a “Dividend Payment Date”) commencing ), except that if such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the date first immediately preceding calendar day which is not a Saturday, Sunday or legal holiday, to holders of issuance, and shall be pro-rated for record as they appear on the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average books of the closing bid prices for the Company’s common stock for the ten trading Corporation on such respective dates, not exceeding sixty (60) days immediately preceding the such Dividend Payment Date, as may be determined by the Board of Directors in advance of the payment of each particular dividend. Such Dividends in arrears may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date as may be fixed by the Board of Directors of the Corporation. Dividends declared and paid in arrears shall be applied first to the earliest dividend period or periods for which any dividends remain outstanding. The amount of dividends payable per share of Redeemable Preferred for each dividend period shall accrue on each such share commencing be computed by dividing the annual rate of 11% by four. Dividends payable on the date Redeemable Preferred for the initial dividend period and for any other period less than a full quarterly period shall be computed and prorated on the basis of issuea 360-day year of twelve 30-day months. (c) If the Corporation is unable to pay a dividend on a Dividend Payment Date, the dividend shall be cumulative and shall accrue from day to dayand after the date of original issuance thereof, whether or not earned or declareddeclared by the Board of Directors. Such Accrued dividends shall bear interest at a rate of eleven percent (11%) per annum. (d) No cash dividend may be cumulative so that if such declared on any other class or series of stock ranking on junior to the Redeemable Preferred as to dividends in respect of any previous quarterly dividend period unless there shall not also be or have been declared and paid onon Redeemable Preferred accrued, unpaid dividends for all quarterly periods coinciding with or ending before such quarterly period, ratably in proportion to the respective annual dividend rates fixed therefor. (e) Dividends on the Redeemable Preferred shall be paid in cash. (f) Notwithstanding anything contained herein to the contrary, until the payment in full in cash of all of the Obligations (as defined in the Credit Agreement) owing under that certain Amended and Restated Credit Agreement dated as of May 31, 2013 (as amended, restated, supplemented, replaced, extended, refinanced in whole or in part or otherwise modified from time to time, the deficiency shall be fully paid on or declared “Credit Agreement”), by and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by among the Corporation, whether Fifth Third Bank, as Administrative Agent and a Lender, and the other Lenders from time to time party thereto, the Corporation shall not pay any cash dividends unless the following conditions are satisfied, in each case, both before and after giving effect to the payment of such cash Dividend: (i) no Default or not pursuant to a contract Event of an earlier date; provided that where a negotiable debt security is issued Default (each as defined in exchange for shares the time Credit Agreement) shall have occurred and be continuing, and (ii) the Corporation shall be in pro forma compliance with the covenants set forth in Section 6.20 of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysCredit Agreement.

Dividends. (a) The So long as any shares of Series B Preferred Stock shall be outstanding, the holders of the outstanding Class A-1 such Series B Preferred Stock shall be entitled to receive, out if legally payable by the Board of funds legally available thereforethe Company, cumulative dividends preferential dividends, payable-in-kind in additional shares of Series B Preferred Stock of the same series, based upon the Liquidation Preference thereof, at the annual rate Dividend Rate on the Liquidation Preference hereunder, payable semi-annually on the first Business Day of 6% per annum July and January of each year, commencing July 1, 1998. If the Board of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such Company cannot legally declare or pay such dividends, then such dividends shall be payable in shares cumulative and compound semi-annually, shall begin to accrue and compound from the Original Issue Date, whether or not there shall be net profits or net assets of the Company’s Class A-1 Preferred Stock quarterly, on Company legally available for the fifteenth day payment of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuancethose dividends, and shall be propaid- in-rated kind as soon as such dividends are legally payable. Any such dividend payable for the first period from the Original Issue Date to the date hereof shall be payable based on the Liquidation Preference previously set forth in the Series B Preferred Original Certificate of Designation, and any such quarterly dividend payable for the period if after the same is less than 91 date hereof shall be payable based on the Liquidation Preference set forth herein. Dividends may not be paid in cash. (ninety-oneb) days. All So long as any shares of common stock Series B Preferred Stock shall be valued at outstanding, then, without the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average affirmative vote of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends Required Holders, (i) no dividend whatsoever shall accrue on each such share commencing on the date of issuebe paid or declared, and shall accrue from day to day, whether or not earned or declared. Such dividends no distribution shall be cumulative so that if such dividends in respect made, on account of any previous quarterly dividend period shall not have been paid on, the deficiency Common Stock or Series A Preferred Stock and (ii) no shares of Common Stock or Series A Preferred Stock shall be fully paid on repurchased, redeemed or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive planCompany, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend and no funds shall be the date of declaration thereof and the time of any distribution by purchase paid into or redemption of shares shall be the day cash set aside or property is transferred by the Corporation, whether or not pursuant to made available for a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date sinking fund for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonpurchase, which record date shall be no more than sixty (60) daysredemption or acquisition thereof.

Dividends. (a) The holders From and after the Effective Date, and when as declared by the Board of Directors or a duly authorized committee of the outstanding Class A-1 Board of Directors, out of funds legally available thereafter, the Corporation pays dividends in cash or shares of Common Stock (other than a Permitted Rights Offering), then the Corporation shall pay a similar dividend in cash or shares of Common Stock or make a similar distribution of shares of Common Stock based on the number of shares of Common Stock that the shares of Series C Preferred Stock are then convertible on the applicable record date for such distribution in accordance with Section 4(a), provided, however, that prior to the Shareholder Approval, Holders shall be entitled to cumulative dividends of the type and in the amounts determined as set forth in Section 4(b). (b) From and after the Effective Date and prior to the Shareholder Approval, the Holders shall be entitled to receive, only if, when and as declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) type and in the amounts determined as set forth in this Section 4(b), and no more, provided, however, that notwithstanding any other provision in this Section 4 other than Section 4(c), if the Shareholder Approval occurs before the six month anniversary of the Class A-1 Preferred Stock. Such Effective Date, then no accrued dividends shall be payable under this Section 4(b). (i) Commencing on the Effective Date, dividends shall accrue and be payable semi-annually in shares arrears with the first such dividend payable on the six month anniversary of the Company’s Class A-1 Effective Date and continuing on each six (6) month anniversary thereafter (each, a “Section 4(b) Dividend Payment Date”) or, if any such day is not a Business Day, the next Business Day, if, when and as declared by the Board of Directors or a duly authorized committee of the Board of Directors. Dividends payable pursuant to this Section 4(b), if, when and as declared by the Board of Directors or a duly authorized committee of the Board of Directors, will be, for each outstanding share of Series C Preferred Stock quarterlyStock, payable in cash at an annual rate equal to the Dividend Rate multiplied by the sum of (A) the Liquidation Preference plus (B) all accrued and unpaid dividends for any prior Section 4(b) Dividend Period that are payable on such share of Series C Preferred Stock, payable in cash. (ii) Dividends payable pursuant to this Section 4(b) will be computed on the basis of a 360-day year of twelve 30-day months and, for any Section 4(b) Dividend Period greater or less than a full Section 4(b) Dividend Period, will be computed on the basis of the actual number of days elapsed in the period divided by 360. Each period from and including a Section 4(b) Dividend Payment Date to but excluding the following Section 4(b) Dividend Payment Date is herein referred to as a “Section 4(b) Dividend Period”. (iii) Each dividend will be payable to Holders of record as they appear in the records of the Corporation on the applicable record date (each, a “Record Date”), which with respect to dividends payable pursuant to this Section 4(b), shall be on the fifteenth day of October, January, April the month immediately prior to the month in which the relevant Section 4(b) Dividend Payment Date occurs. (iv) Dividends on the Series C Preferred Stock pursuant to this Section 4(b) are cumulative. To the extent that the Board of Directors does not declare and July (each of such dates being pay dividends on the Series C Preferred Stock for a “Section 4(b) Dividend Period prior to the related Section 4(b) Dividend Payment Date”, in full or otherwise, such unpaid dividend shall accrue and shall cumulate from such scheduled Section 4(b) commencing Dividend Payment Date, shall compound on the date of issuance, each subsequent Section 4(b) Dividend Payment Date and shall be propayable semi-rated for the first such quarterly period if the same is less than 91 (ninety-oneannually in arrears on each subsequent Section 4(b) days. All shares of common stock shall be valued at the Fair Market Value thereofDividend Payment Date. As used herein Fair Market Value herein, the term “accrued” includes both accrued and accumulated dividends. (v) So long as any shares of Series C Preferred Stock remain outstanding, if all dividends on all outstanding shares of the Series C Preferred Stock for any Section 4(b) Dividend Period have not been declared and paid, or declared and funds set aside therefor, the Corporation shall mean not (x) declare or pay dividends with respect to, or make any distributions on, or, directly or indirectly, redeem, purchase or acquire any of its Junior Securities or (y) directly or indirectly, redeem, purchase or acquire any of its Parity Securities, other than, in each case, (i) redemptions, purchases or other acquisitions of Junior Securities or Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment plan, (ii) any declaration of a dividend in connection with any shareholders’ rights plan, or the issuance of rights, stock or other property under any shareholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (iii) conversions or exchanges of Junior Securities or Parity Securities for Junior Securities or Parity Securities, respectively, and (iv) any purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged. If dividends payable pursuant to Section 4(b) for any Section 4(b) Dividend Payment Date are not paid in full, or declared and funds set aside therefor on the shares of the Series C Preferred Stock and there are issued and outstanding shares of Parity Securities with the same Section 4(b) Dividend Payment Date (or, in the case of stock Parity Securities having dividend payment dates different from the Section 4(b) Dividend Payment Dates, on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the dividend payment date falling within a Section 4(b) Dividend Period applicable to such Section 4(b) Dividend Payment Date. Such ), then all dividends declared on shares of the Series C Preferred Stock and such Parity Securities on such date or dates, as the case may be, shall be declared pro rata so that the respective amounts of such dividends shall accrue bear the same ratio to each other as full semi-annual dividends per share payable on the shares of the Series C Preferred Stock pursuant to this Section 4(b) and all such Parity Securities otherwise payable on such Section 4(b) Dividend Payment Date (or, in the case of Parity Securities having dividend payment dates different from the Section 4(b) Dividend Payment Dates, on a dividend payment date falling within a Section 4(b) Dividend Period applicable to such Section 4(b) Dividend Payment Date) (subject to such dividends on such Parity Securities having been declared by the Board of Directors out of legally available funds and including, in the case of any such Parity Securities that bear cumulative dividends, all accrued and unpaid dividends) bear to each other. (vi) If the Shareholder Approval are obtained by the Corporation on or prior to the Record Date for any declared dividend applicable to any Section 4(b) Dividend Period, the Holder of such share commencing of Series C Preferred Stock will have the right to receive accrued dividends on the date of issueSeries C Preferred Stock prior to the Shareholder Approval with respect to such Section 4(b) Dividend Period, and this shall accrue from day not affect any rights to dayreceive any accrued and unpaid dividends on the Series C Preferred Stock attributable to any Section 4(b) Dividend Period completed prior to such Record Date. If after the Record Date for any declared dividend applicable to any Section 4(b) Dividend Period and prior to the relevant Section 4(b) Dividend Payment Date, whether or not earned or declared. Such such Holder shall receive that dividend on the relevant Section 4(b) Dividend Payment Date if such Holder was the Holder of record on the Record Date for that dividend. (vii) Notwithstanding anything contained in this Section 4(b) to the contrary, if the Shareholder Approval are obtained by the Corporation before the six month anniversary the Effective Date then no accrued dividends payable under the terms of this Section 4(b) shall be cumulative payable. (c) Subject to the limitations of Section 4(b)(v), if applicable, so that if such dividends in respect long as any shares of any previous quarterly dividend period Series C Preferred Stock are outstanding, the Corporation shall not have been paid ondeclare, the deficiency shall be fully paid on pay or declared and set apart for payment any dividend or make any Distribution on any Common Stock, unless at the time of such shares before dividend or Distribution the Corporation simultaneously pays a dividend or makes any distribution (a Distribution on each outstanding share of Series C Preferred Stock in the same form of consideration as hereinafter defined) to received by the holders of the Common StockStock in an amount equal to the product of (i) the dividend payable or Distribution to be made on each share of Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of Series C Preferred Stock (assuming receipt of the Shareholder Approval and, if necessary, regulatory approvals), calculated on the record date for determination of holders entitled to receive such dividend or Distribution. Accrued but unpaid dividends shall not bear interest. For purposes hereof, “Distribution” in this section 5 means shall mean the transfer of cash cash, securities or property other assets or property, including, without limitation, evidences of indebtedness, shares of capital stock or securities (including, without limitation, any dividend or distribution of (i) shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in a “spin-off” transaction or (ii) rights or warrants to purchase shares of Common Stock (other than rights issued pursuant to a shareholders’ rights plan, a dividend reinvestment plan, other similar plans or a Permitted Rights Offering), without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysotherwise.

Dividends. (a) The holders Commencing on the Issue Date, Holders of the shares of outstanding Class A-1 Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available thereforetherefor, subject to Section 4(f), pari passu with (and otherwise with the same treatment in all respects as that of) the Corporation’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”) cumulative dividends in arrears at the annual rate of 6% per annum of the 15% per share purchase price on (i) the Liquidation Amount (equivalent to $1.101,500.00 per annum per share) and (ii) the amount of accrued and unpaid dividends from any prior Dividend Period on each such share of Series B Preferred Stock, payable semi-annually on each Dividend Payment Date beginning on the Dividend Payment Commencement Date until the Conversion Date. Dividends shall be payable, at the option of the Class A-1 Corporation, in cash or in kind through the issuance of additional shares of Series B Preferred Stock (a “PIK Dividend”). Notwithstanding the foregoing sentence, if due to the Ownership Limit as provided in Section 5(a) below, any outstanding shares of Series B Preferred Stock are not converted on the Conversion Date, each such share of Series B Preferred Stock, while outstanding, shall, upon and following the Conversion Date bear cumulative dividends payable, when, as and if declared by the Corporation’s board of directors, at the same date and in amounts equal to the number of shares of Common Stock into which each share of Series B Preferred Stock is then convertible, multiplied by the dividend declared and payable per share of Common Stock. Such dividends shall Dividends will be payable in shares on a Dividend Payment Date to Holders that are Record Holders of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of applicable Record Date with respect to such dates being a “Dividend Payment Date”) commencing , but only to the extent a dividend has been declared to be payable on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall accrue on each such share commencing be paid on the date next Business Day without adjustment and without interest. Accumulations of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect on shares of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Series B Preferred Stock shall not bear interest. “Distribution” in this section 5 means Dividends payable for any period other than a full Dividend Period (based on the transfer number of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of actual days elapsed during the Corporationperiod) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be computed on the date basis of declaration thereof and the time days elapsed over a 360-day year consisting of any distribution by purchase or redemption of shares shall be the twelve 30-day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysmonths.

Dividends. (a) The holders From and after the date of issuance of each share of Preferred Stock (the outstanding Class A-1 “Initial Issuance Date”), each holder of shares of Preferred Stock shall be entitled to receivereceive dividends (“Dividends”), which Dividends shall be paid by the Company out of funds legally available thereforetherefor, cumulative dividends payable, subject to the conditions and other terms hereof, in PIK Shares or cash, by wire transfer of immediately available funds, on the Stated Value of such shares of Preferred Stock at the annual rate Dividend Rate, which shall be cumulative and shall continue to accrue and compound annually whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of 6% per annum dividends in such fiscal year. Dividends on the shares of Preferred Stock shall commence accumulating on the Initial Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable quarterly in arrears on the first day of the per share purchase price next applicable quarter ($1.10each, a “Quarterly Dividend Date”) with the first Quarterly Dividend Date being January 1, 2015. If a Dividend Date is not a Business Day, then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. (b) Dividends shall be payable on each Quarterly Dividend Date, Mandatory Conversion Date, and the Redemption Date (each, a “Dividend Date”), to the record holders of the Class A-1 shares of Preferred Stock. Such dividends Stock on the applicable Dividend Date, Dividends shall be payable in cash or, at the election of the Company (the “PIK Election”) the Company may, so long as the PIK Conditions are fulfilled, pay Dividends in part or full by delivery of additional shares of the Company’s Class A-1 Preferred Stock quarterly, (“PIK Shares”). The Company shall deliver a written notice to each Holder on the fifteenth day of October, January, April and July Dividend Notice Due Date which notice (each of 1) either (A) confirms that Dividends to be paid on such dates being a “Dividend Payment Date”) commencing on the date of issuance, and Date shall be pro-rated for paid entirely in PIK Shares or (B) elects to pay Dividends as cash or a combination of cash and PIK Shares and specifies the first such quarterly period if the same is less than 91 (ninety-one) days. All shares amount of common stock Dividends that shall be valued at paid as cash and the Fair Market Value thereofamount of Dividends, if any, that shall be paid in PIK Shares and (2) certifies that as of the Dividend Date, the PIK Conditions will be satisfied, if any portion of the Dividends shall be paid in PIK Shares. As used herein Fair Market Value shall mean in the case of stock Dividends to be paid to each Holder on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends Date in PIK Shares shall be cumulative so that if such dividends paid in respect a number of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such non-assessable shares before the Corporation makes any distribution (as hereinafter defined) rounded to the holders nearest whole share) of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means Preferred Stock equal to the transfer amount of Dividends payable to such Holder on such Dividend Date, less any cash or property without considerationDividends paid, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired divided by the Corporation from employees pursuant Stated Value. The Company shall pay any and all taxes that may be payable with respect to the terms issuance and delivery of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysPIK Shares.

Dividends. (a) The holders of the outstanding Class A-1 Dividends on each Series B Preferred Stock Share shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, (whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether or not there are funds legally available for the payment thereof, whether the Company has any earnings or net profits, and whether or not restricted by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time Company’s indebtedness outstanding at any time) at a rate equal to 7.50% per annum of the Deemed Purchase Price per share, subject to adjustment pursuant to Section 2(c) hereof (the “Dividend Rate”) from the Original Issue Date (or, for any distribution by way of dividend shall be subsequently issued and newly outstanding shares, from the Dividend Payment Date immediately preceding the issuance date of declaration thereof and such shares until such time as the time of any distribution by purchase or redemption of shares shall be Company pays the day dividend in cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires redeems the shares in such exchangefull in accordance with Section 6 below. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock Holders shall be entitled to receive dividends from time to time out of any assets of the Company legally available for the payment of a dividend dividends at the Dividend Rate per share, when, as, and if declared thereonby the Board of Directors. Dividends, to the extent declared to be paid by the Company in accordance with this Statement of Designation, shall be paid in cash semi-annually on each Dividend Payment Date. Dividends shall accumulate in each Dividend Period from and including the preceding Dividend Payment Date (other than the initial Dividend Period, which record shall commence on and include the Original Issue Date), to but excluding the next Dividend Payment Date for such Dividend Period (if the dividend is paid in full on such next Dividend Payment Date). If any Dividend Payment Date otherwise would fall on a date that is not a Business Day, declared dividends shall be no more than sixty (60) dayspaid on the immediately succeeding Business Day, and with the accumulation of additional dividends or interest at the Dividend Rate. Dividends on the Series B Preferred Shares shall be payable based on a 360-day year consisting of twelve 30-day months. Dividends that are required by the terms of this Statement of Designation to be paid in cash shall be paid in cash unless prohibited by applicable law.

Dividends. (a) The holders From and after the date of the outstanding Class A-1 issuance of any Preferred Stock shall be entitled to receiveUnits, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ten and a half percent ($1.1010.5%) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Original Issue Price (each as defined below) of such dates being a “Dividend Payment Date”) commencing on Preferred Unit, plus the date amount of issuancepreviously accrued dividends, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given datecompounded annually, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on Preferred Unit then outstanding (subject to appropriate adjustment in the date event of issueany Unit dividend, and split, combination or other similar recapitalization with respect to the Preferred Units) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not earned or declared. Such dividends , shall be cumulative so that if such dividends cumulative, and shall be prior and in respect preference to any declaration or payment of any previous quarterly dividend period other dividend. Subject to approval of the Board (which approval shall not have been be unreasonably withheld, conditioned or delayed), Accruing Dividends shall be paid onannually. So long as any Preferred Units are issued and outstanding, the deficiency Company shall be fully paid not declare, pay or set aside any dividends on any other class or declared and set apart for such shares before series of Units of the Corporation makes Company unless (in addition to the obtaining of any distribution (as hereinafter definedconsents required elsewhere in this Agreement or the Articles of Organization) to the holders of Common Stock. Accrued but unpaid dividends the Preferred Units then outstanding shall not bear interest. “Distribution” in this section 5 means the transfer of cash first receive, or property without considerationsimultaneously receive, whether by way of dividend or otherwise (except a dividend on each outstanding Preferred Unit in shares an amount equal to the amount of the Corporationaggregate Accruing Dividends then accrued on such Preferred Unit and not previously paid. The Accruing Dividends are intended to be treated as guaranteed payments for the use of capital within the meaning of Section 707(c) or the purchase or redemption of shares of the Corporation for cash Code. The “Original Issue Price” shall mean US $1,000,000.00 per Preferred Unit, subject to appropriate adjustment in the event of any Unit dividend, Unit split, combination or property (except for other similar recapitalization with respect to the Preferred Units. To the extent that an exchange of shares Accruing Dividend remains unpaid at the end of the Corporation or shares acquired year, solely for U.S. federal income tax purposes the unpaid Accruing Dividend will be deemed paid to the Preferred Member, and the Preferred Member will be deemed to immediately recontribute the deemed paid amount to the capital of the Company. The resulting addition to capital will be governed by the Corporation from employees pursuant to the terms principles of any employee incentive plan, agreement or arrangementSection 704(b) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution Code and by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationthis Agreement, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.including Exhibit C.

Dividends. (a) The holders of the outstanding Class A-1 shares of Perpetual Preferred Stock shall be entitled to receive, out of any funds legally available thereforetherefor, cumulative (non-compounding) dividends on the Perpetual Preferred Stock in cash, at the annual per share rate of 6% per annum of the per share purchase price ten percent ($1.1010%) of $1,000.00 (adjusted appropriately for stock splits, stock dividends, recapitalizations and the Class A-1 like with respect to the Perpetual Preferred Stock) (a "Perpetual Cumulative Dividend"). Such dividends shall be payable will accumulate quarterly in shares arrears commencing as of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average issuance of the closing bid prices for Perpetual Preferred Stock and be cumulative, to the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to dayextent unpaid, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not they have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall whether or not bear interest. “Distribution” in this section 5 means the transfer of cash there are profits, surplus or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares other funds of the Corporation legally available for cash the payment of dividends. The date on which the Corporation initially issues any share of Perpetual Preferred Stock shall be deemed to be its "date of issuance" regardless of the number of times transfer of such share is made on the stock records maintained by or property for the Corporation and regardless of the number of certificates which may be issued to evidence such share. Perpetual Cumulative Dividends shall become due and payable with respect to any share of Perpetual Preferred Stock as provided in Section 3 and 4. So long as any shares of Perpetual Preferred Stock are outstanding and the Perpetual Cumulative Dividends have not been paid in full in cash: (except for an exchange of shares a) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any Common Stock or other capital stock of the Corporation ranking junior to the Perpetual Preferred Stock; and (b) no shares of capital stock of the Corporation ranking junior to the Perpetual Preferred Stock shall be purchased, redeemed or shares acquired by the Corporation from employees pursuant to and no monies shall be paid into or set aside or made available for a sinking fund for the terms purchase, redemption or acquisition thereof; provided that, unless the holders of any employee incentive plan, agreement or arrangementnot less than sixty-six and two-thirds percent (66 2/3%) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time voting power of any distribution by way the outstanding Perpetual Preferred Stock elect otherwise, the Corporation may repurchase shares of dividend shall be Common Stock from present or former employees of the date of declaration thereof Corporation and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred its subsidiaries on terms approved by the Corporation, whether or not 's board of directors. All numbers relating to the calculation of dividends pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date this Section 2 shall be no more than sixty (60) dayssubject to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Perpetual Preferred Stock.

Dividends. (a) The From the date of issuance hereof, until ___________, 1999 [the second anniversary of the Closing Date under the Purchase Agreement](the "Dividend Payment Date"), the holders of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when and as declared, out of funds legally available thereforethe net profits of the Corporation, cumulative dividends at the annual rate of 6% $0.83 per annum annum, payable in additional shares of the per share purchase price ($1.10) of the Class A-1 Series A Preferred Stock. Such , before any dividends shall be set apart for or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") in any year. The number of shares of Series A Preferred Stock to be issued in payment of the dividend with respect to each outstanding share of Series A Preferred Stock shall be determined by dividing the amount of the dividend that would have been payable had such dividend been paid in cash by $10.00. To the extent that any such dividend would result in the issuance of a fractional share of Series A Preferred Stock (which shall be determined with respect to the aggregate number of shares of Series A Preferred Stock held of record by each holder) then the amount of such fraction multiplied by $10.00 shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible). All dividends declared upon Series A Preferred Stock shall be declared pro rata per share. (b) Dividends on the Series A Preferred Stock through the Dividend Payment Date shall be cumulative, whether or not in either fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year, so that if in either fiscal year, dividends in whole or in part are not paid upon the Series A Preferred Stock, unpaid dividends shall accumulate as against the holders of the Junior Stock and no sums in that fiscal year or any subsequent fiscal year shall be paid to the holders of Junior Stock unless and until all dividends accrued and payable in shares respect of the Company’s Class A-1 Series A 116 Preferred Stock quarterly, on the fifteenth day of October, January, April and July have been paid or a sum sufficient for such payment shall have been set apart. (each of such dates being a “Dividend Payment Date”c) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding At all times after the Dividend Payment Date. Such dividends shall accrue on each such share commencing , if, as and when the Board of Directors of the Corporation declares any cash dividend on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends , the Board of Directors shall not bear interest. “Distribution” in this section 5 means declare a cash dividend on each share of Series A Preferred Stock equal to the transfer dividend payable on each share of cash or property without consideration, whether Common Stock multiplied by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption number of shares of Common Stock into which such share of Series A Preferred Stock is convertible on the Corporation record date for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporationdividend. The time of any distribution by way of Such dividend shall be payable at the date of declaration thereof same time and otherwise on the time of same terms as any distribution by purchase or redemption of shares shall be dividend paid on the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysCommon Stock.

Dividends. (a) The holders of the outstanding Class A-1 Series C Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefor that purpose, cumulative dividends payable in cash at the annual a per share rate of 6% per annum equal to 5.81% of the per share purchase price Face Amount ($1.10) of the Class A-1 Preferred Stock“Annual Dividend Rate”). Such dividends shall be payable cumulative from the Issue Date, whether or not in shares any Dividend Period or Periods there shall be funds of the Company’s Class A-1 Preferred Stock quarterly, on Corporation legally available for the fifteenth day of October, January, April and July (each payment of such dates being a “Dividend Payment Date”) commencing on the date of issuancedividends, and shall be pro-rated for payable monthly, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Each such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock dividend shall be valued payable in arrears to the holders of record of the Series C Preferred Shares, as they appear on the stock records of the Corporation at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case close of stock business on a given each record date, the average of the closing bid prices for the Company’s common stock for the ten trading which shall not be more than 30 days immediately preceding the applicable Dividend Payment Date (the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors. Accrued and unpaid dividends for any past Dividend Periods may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Such The amount of accrued and unpaid dividends on any Series C Preferred Share at any date shall accrue on each be the amount of any dividends thereon calculated at the applicable rate to and including such share commencing on the date of issue, and shall accrue from day to daydate, whether or not earned or declared. Such , which have not been paid in cash. (b) The amount of dividends payable for each full Dividend Period for the Series C Preferred Shares shall be cumulative so that if such computed by dividing the Annual Dividend Rate by twelve. The amount of dividends in respect payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series C Preferred Shares shall be computed on the basis of any previous quarterly dividend period twelve 30-day months and a 360-day year. Holders of Series C Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series C Preferred Shares, except for any other amounts provided herein. (c) So long as any Series C Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series C Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series C Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series C Preferred Shares and such class or classes or series of Parity Shares. (d) So long as any Series C Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment or other distribution authorized and declared and made upon Junior Shares (other than dividends or other distributions (i) paid in respect of the Common Shares issued pursuant to the Securities Purchase Agreement or stock issued pursuant to the Contingent Value Rights Agreement or (ii) paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than (i) a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary or (ii) a purchase or other acquisition of Common Shares made in connection with the Corporation from employees pursuant restrictions on ownership and transfer set forth in Section 4.07 of the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for shares Junior Shares), unless in each case the time of full cumulative dividends on all outstanding Series C Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the distribution is the date when the Corporation acquires the shares in Series C Preferred Shares and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Shares.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available thereforetherefor, and the Company shall pay, cumulative dividends at the annual rate per share (as a percentage of 6the Stated Value per share) equal to 5% per annum annum, payable on a quarterly basis on March 31, June 30, September 30 and December 31 of each year during the per share purchase price term hereof ($1.10) each a "Dividend Payment Date"), commencing on September 30, 1998 and thereafter, upon the earlier to occur of a Dividend Payment Date and a Conversion Date (as defined herein), in cash or shares of Common Stock (as defined in Section 8) at, subject to the Class A-1 Preferred Stock. Such dividends shall be payable in shares terms and conditions set forth herein, the option of the Company’s Class A-1 . Dividends on the Preferred Stock quarterly, shall be calculated on the fifteenth basis of a 360-day of Octoberyear, January, April and July (each of such dates being a “Dividend Payment Date”) shall accrue daily commencing on the date of issuanceOriginal Issue Date (as defined in Section 8), and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall deemed to accrue from day to day, such date whether or not earned or declareddeclared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Such Any dividends not paid on any Dividend Payment Date shall continue to accrue and shall be cumulative due and payable upon conversion of the Preferred Stock. A party that holds shares of Preferred Stock on a Dividend Payment Date will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such Dividend Payment Date, without regard to any sale or disposition of such Preferred Stock subsequent to the applicable record date. All overdue accrued and unpaid dividends and other amounts due herewith shall entail a late fee at the rate of 15% per annum (to accrue daily, from the date such dividend is due hereunder through and including the date of payment). Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be distributed ratably among the Holders based upon the number of shares held by each Holder. The Company shall provide the Holders notice of its intention to pay dividends in cash or shares of Common Stock not less than 10 Trading Days prior to any Dividend Payment Date for so that if long as shares of Preferred Stock are outstanding. If dividends are paid in shares of Common Stock, the number of shares of Common Stock issuable on account of such dividend shall equal the cash amount of such dividend on such Dividend Payment Date divided by the Conversion Price (as defined below) on such date. (b) Notwithstanding anything to the contrary contained herein, the Company may not issue shares of Common Stock in payment of dividends on the Preferred Stock (and must deliver cash in respect thereof) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is insufficient to pay such dividends in respect shares of Common Stock; (ii) such shares of Common Stock are not registered for resale pursuant to an effective Underlying Securities Registration Statement (as defined in Section 8) and may not be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent in the form and substance acceptable to the Holders and such transfer agent (such shares, "Restricted Shares"), provided, that the Company shall be entitled, prior to the earlier to occur of (A) the Effectiveness Date (as defined in the Registration Rights Agreement) and (B) the date the Underlying Securities Registration Statement is declared effective by the Securities and Exchange Commission (the "Commission"), to issue Restricted Shares in payment of dividends on the Preferred Stock, provided, however, that, no later than three (3) Trading Days following the date the Underlying Securities Registration Statement is declared effective by the Securities and Exchange Commission, the Company shall replace any Restricted Shares issued in payment of dividends on the Preferred Stock with the equivalent stock certificates evidencing such shares of Common Stock issued in payment of dividends on the Preferred Stock which shall be free of any previous quarterly dividend period shall restrictive legend; (iii) the Common Stock is not have been paid onthen Actively Traded (as defined in Section 8) or listed for trading on the New York Stock Exchange, American Stock Exchange, Nasdaq National Market or Nasdaq SmallCap Market (each a "Subsequent Market"); (iv) the deficiency shall be fully paid on or declared and set apart for Company has failed to timely satisfy its conversion obligations hereunder; or (v) the issuance of such shares before of Common Stock would result in the Corporation makes recipient thereof beneficially owning, as determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the `Exchange Act"), more than 4.999% of the then issued and outstanding shares of Common Stock. (c) So long as any Preferred Stock shall remain outstanding, neither the Company nor any subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 8), nor shall the Company directly or indirectly pay or declare any dividend or make any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of other than a dividend or otherwise distribution described in Section 5) upon, nor shall any distribution be made in respect of, any Junior Securities (except a dividend as defined in shares of the Corporation) Section 8), nor shall any monies be set aside for or applied to the purchase or redemption of shares of the Corporation for cash (through a sinking fund or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms otherwise) of any employee incentive planJunior Securities (unless, agreement or arrangement) including any such transferin the case of pari passu securities, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of receives such amount on a dividend declared thereon, which record date shall be no more than sixty (60) dayspro rata basis with such other pari passu securities).

Dividends. (a) The Corporation shall pay to the holders of the outstanding Class A-1 Series E Preferred Stock, a mandatory quarterly dividend at an annual rate of 11.25% of the Stated Amount (as such term is defined in Section 4 below) payable solely in the form of Common Stock of the Corporation, subject only to the Corporation being able to lawfully pay such dividend in accordance with applicable law. Dividends on the Series E Preferred Stock shall be entitled commence to receiveaccrue and are cumulative (whether or not declared) from the date on which such shares shall have been issued until the date on which such shares are redeemed, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stockconverted or exchanged. Such dividends shall be mandatorily payable as stated above, in shares Common Stock of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Corporation at its Current Market Price (each of such dates being a “Dividend Payment Date”as defined below) commencing on the date of issuancepayment, in equal quarterly payments in arrears on the last day of each fiscal quarter of the Corporation of each year or such earlier date on which a share of Series E Preferred Stock is redeemed, converted or exchanged (each such date being referred to herein as a "Dividend Payment Date"), commencing December 31, 1996, or if not paid on such Dividend Payment Date by reason of a prohibition against such payment pursuant to the first sentence of this Subsection (a) (a "Payment Prohibition"), then promptly when and to the extent no such Payment Prohibition continues to apply; provided, however, that the dividend payable in respect of the quarter ended on the first dividend payment date after the date on which such shares shall have been issued and in respect of any other quarter in which some or all of the Series E Preferred Stock was not outstanding for the entire quarter shall be pro-rated for reduced in proportion to the first portion of such quarterly period in which such shares were not outstanding; and provided further, however, that if and to the same is less than 91 (ninety-one) days. All shares of common stock shall be valued extent that, at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given any dividend payment date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends Corporation shall accrue on each such share commencing fail to make any quarterly dividend payment on the date of issueSeries E Preferred Stock (which failure shall only be permitted to the extent a Payment Prohibition applies), and such unpaid dividend amount shall accrue from day to day, whether or not earned or declaredaccumulate without interest until paid. Such dividends shall be cumulative paid to the Series E Preferred Stock stockholders of record on the last business day immediately preceding the date of payment. All partial dividends paid with respect to shares of the Series E Preferred Stock shall be paid pro rata to the holders entitled thereto in proportion to the total amount of dividends to which each is entitled. The "Current Market Price" of the Corporation's Common Stock on any given day shall be: (i) if the Common Stock is listed or admitted to unlisted trading privileges on any exchange registered with the Securities and Exchange Commission as a "national securities exchange" under the Securities Exchange Act of 1934 (a "National Securities Exchange"), the arithmetic average of the last sales price of the shares of Common Stock on the National Securities Exchange in or nearest the City of New York on which the shares of Common Stock shall be listed or admitted to unlisted trading privileges (or the quoted closing bid if there be no sales on such National Securities Exchange) on the ten most recently completed trading days prior to such day; or (ii) if the Common Stock is not so that listed or admitted, the arithmetic average of the closing sales price of a share of Common Stock as quoted in The Nasdaq Stock Market on the ten most recently completed trading days prior to the day in question; or (iii) if such the Common Stock is not so quoted, the arithmetic average of the mean between the high and low bid prices of a share of Common Stock in the over-the-counter market on the ten most recently completed trading days prior to the day in question as reported by National Quotation Bureau Incorporated or a similar organization. (b) So long as any shares of the Series E Preferred Stock are outstanding, unless all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series E Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) pay or declare any dividends, or make any other distributions, on any shares of stock ranking junior to the Series E Preferred Stock in respect of dividends or distribution of assets upon any previous quarterly dividend period shall not have been paid onliquidation, the deficiency shall be fully paid on dissolution or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders winding up of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether voluntary or not pursuant involuntary (a "Liquidation"); (ii) pay or declare any dividends, or make any other distributions, on any shares of stock ranking on a parity to a contract the Series E Preferred Stock in respect of an earlier datedividends or distribution of assets upon Liquidation, except dividends paid ratably on the Series E Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior to the Series E Preferred Stock in respect of dividends or distribution of assets upon Liquidation, provided that where a negotiable debt security is issued the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares the time of any stock of the Corporation raking junior to the Series E Preferred Stock in respect of dividends or distribution is of assets upon Liquidation. Except as otherwise provided in this Subsection (b), the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix declare and the Corporation may pay or set apart for payment dividends and other distributions on the common stock (the "Common Stock") and the preferred stock (the "Preferred Stock") of the Corporation ranking junior to or on a parity with the Series E Preferred Stock in respect of dividends or distributions of assets upon Liquidation, and may redeem, purchase, retire or otherwise acquire for consideration shares of Common Stock or Preferred Stock ranking junior to or on a parity with the Series E Preferred Stock in respect of dividends or distributions of assets upon Liquidation, and the holders of the Series E Preferred Stock shall not be entitled to share therein. (c) In the event the Corporation, not being in violation of the provisions of the preceding paragraph, shall distribute to all holders of its Common Stock (x) evidences of indebtedness or assets and property other than cash, (y) capital stock of the Corporation other than Common Stock, or (z) rights to purchase only (i) Common Stock (except in a Rights Offering as defined in Subsection 5(b) below) or (ii) units consisting of shares of Common Stock and warrants to purchase shares of Common Stock (all of such distributions collectively hereinafter called "Shared Distributions"), then the holders of the Series E Preferred Stock shall participate in such Shared Distributions as if immediately prior to the record date for the determination of holders of Class A-1 Preferred Stock stockholders entitled to receive payment such Shared Distribution such holders had converted their shares of a dividend declared thereon, which record date shall be no more than sixty (60) daysthe Series E Preferred Stock in to shares of Common Stock.

Dividends. (a) The holders of the outstanding Class A-1 Series A Preferred Stock Shares shall be entitled to receive, when, as and if authorized and declared by the Board of Directors out of funds assets legally available thereforefor that purpose, dividends payable in cash (i) after the Trigger Date, at a rate per annum equal to 10% of the Liquidation Preference per Series A Preferred Share held and (ii) prior to the Trigger Date, in a per share amount equal to the annual per share amount of dividends payable in respect of the Common Shares into which such holder's Series A Preferred Shares would convert at such time had the Trigger Date already occurred ("Annual Dividend Rate"). Such dividends shall be cumulative dividends only after the Trigger Date, whether or not there shall be assets of the Corporation legally available for the payment of such dividends, and shall be payable quarterly, when, as and if authorized by the Board of Directors and declared by the Corporation, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date of any such Dividend Period. Each such dividend shall be payable in arrears to the holders of record of the Series A Preferred Shares, as they appear in the stock records of the Corporation at the annual rate close of 6% per annum business on the applicable record dates, which shall be such date designated by the Board of Directors for the payment of dividends that is not more than 30 days nor less than 10 days preceding the applicable Dividend Payment Date (the "Dividend Payment Record Date"), as shall be fixed by the Board of Directors. For the initial Dividend Period, the Dividend Payment Record Date shall be December 8, 1998. Accrued and unpaid dividends for any past Dividend Periods may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. (i) The amount of dividends payable for each full Dividend Period for the Series A Preferred Shares shall be computed by dividing the Annual Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, the Dividend Periods immediately before and after the Trigger Date or any other period shorter or longer than a full Dividend Period, on the Series A Preferred Shares shall be computed on the basis of twelve 30-day months and a 360-day year. If the Trigger Date occurs on other than a quarter date, then holders of Series A Preferred Shares shall be entitled to pro rata dividends, at the applicable Annual Dividend Rate, in respect of the per share purchase price ($1.10) of Dividend Period immediately preceding and immediately following the Class A-1 Preferred StockTrigger Date. Such dividends shall be payable in shares to holders of the Company’s Class A-1 record of Series A Preferred Stock quarterly, Shares on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the next Dividend Payment Date. Such dividends After the Trigger Date, Holders of Series A Preferred Shares shall accrue on each such share commencing not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the date Series A Preferred Shares. No interest, or sum of issuemoney in lieu of interest, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends payable in respect of any previous quarterly dividend period shall not have been paid onpayment or payments on the Series A Preferred Shares that may be in arrears. (ii) Between the Issue Date and the Trigger Date, dividends for the deficiency Series A Preferred Shares for each Dividend Period shall be fully paid simulta neously with and in the same amount per share as the dividends that would be payable on or declared and set apart for such the shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means Stock into which each share of Series A Preferred Shares would convert at such time, had the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysTrigger Date already occurred.

Dividends. (a) The During the Interim Period, neither REIT I nor REIT II shall make, declare or set aside any dividend or other distribution to its respective stockholders without the prior written consent of the other Party; provided, however, that the written consent of the other Party shall not be required for the authorization and payment of quarterly distributions in the ordinary course of business at a rate not in excess of the regular quarterly cash dividend most recently declared prior to the date of this Agreement with respect to each of the shares of REIT I Common Stock and shares of REIT II Common Stock, respectively (each, a “Quarterly Dividend”); it being agreed that the timing of any such Quarterly Dividends will be coordinated so that, if either the holders of shares of REIT I Common Stock or the outstanding Class A-1 Preferred holders of shares of REIT II Common Stock receives a distribution for a particular quarter prior to the Closing Date, then the holders of shares of REIT II Common Stock and the holders of shares of REIT I Common Stock, respectively, shall receive a distribution for such quarter prior to the Closing Date; provided, further that the record and payment dates for REIT I and REIT II’s Quarterly Dividends pursuant to this Section 7.8 shall be the same as the other Party’s record and payment dates, which shall be consistent with REIT I’s historical record dates and payment dates unless otherwise agreed between the Parties, in order to ensure that the stockholders of REIT I and the stockholders of REIT II receive the same number of such dividends prior to the REIT Merger Effective Time. (b) In the event that the Closing Date is expected to occur prior to the end of the then-current dividend period of REIT I or REIT II, as the case may be, then each of REIT I and REIT II shall declare and pay a dividend to the holders of shares of REIT I Common Stock and the holders of shares of REIT II Common Stock, respectively (each, a “Closing Dividend”), the record date and payment date (to the extent practicable) for which shall be the close of business on the last Business Day prior to the Closing Date (the “Closing Dividend Date”), in each case, subject to funds being legally available therefor. The per share amount of the Closing Dividend payable by REIT I with respect to the shares of REIT I Common Stock shall be an amount equal to (A) REIT I’s Quarterly Dividend, multiplied by (B) a fraction, the numerator of which is the number of days lapsed from the first day of the then-current dividend period through and including the Closing Dividend Date, and the denominator of which is the actual number of days in the calendar quarter in which such dividend is declared. The per share amount of the Closing Dividend payable by REIT II with respect to the shares of REIT II Common Stock shall be an amount equal to (A) REIT II’s Quarterly Dividend, multiplied by (B) a fraction, the numerator of which is the number of days lapsed from the first day of the then-current dividend period through and including the Closing Dividend Date, and the denominator of which is the actual number of days in the calendar quarter in which such dividend is declared. (c) Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of REIT I and REIT II, as applicable, shall be permitted to declare and pay a dividend to its stockholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Closing Date, distributing any amounts determined by such Party (in each case in consultation with the other party) to be the minimum distributions including under Sections 858 or 860 of the Code, reasonably necessary for such Party to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity-level income or excise Tax under the Code (any dividend paid pursuant to this paragraph, a “REIT Dividend”). If either REIT I or REIT II determines that it is necessary to declare a REIT Dividend, it shall notify the other Party at least twenty (20) days prior to the expected Closing Date, and such other Party shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price payable ($1.10i) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateREIT I, the average to holders of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such REIT I Common Stock, in an amount per share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) REIT I Common Stock equal to the product by multiplying (x) the REIT Dividend declared by REIT II with respect to each share of REIT II Common Stock by (y) the Exchange Ratio and (ii) in the case of REIT II, to holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of REIT II Common Stock, in an amount per share of REIT II Common Stock equal to the Corporation quotient by dividing (x) the REIT Dividend declared by REIT I with respect to each share of REIT I Common Stock by (y) the Exchange Ratio. The record date and payment date for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees any REIT Dividend payable pursuant to the terms of any employee incentive plan, agreement or arrangementthis Section 7.8(c) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date close of declaration thereof and business on the time of any last Business Day prior to the Closing Date. (d) REIT I Operating Partnership or REIT II Operating Partnership, as the case may be, may make a distribution by purchase with respect to the REIT I OP Units or redemption of shares shall be the day cash or property is transferred by the CorporationREIT II OP Units, whether or not pursuant respectively, in order to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date distribute funds sufficient for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysforegoing dividends.

Dividends. (a) The holders From the Issue Date, the Holders of the outstanding Class A-1 shares of Senior Preferred Stock shall be entitled to receive, out of whether or not earned or declared and whether or not funds are legally available thereforefor the payment of such dividends, cumulative dividends on each share of Senior Preferred Stock at the annual a rate of 6% per annum equal to the Applicable Rate then in effect of the Liquidation Preference per share purchase price ($1.10) of the Class A-1 Senior Preferred Stock. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declareddeclared and whether or not funds are legally available for the payment of such dividends, on a daily basis from the Issue Date and shall compound on a quarterly basis at a rate per annum equal to the Applicable Rate then in effect. Such dividends Dividends for each Quarterly Dividend Period shall be cumulative so that if paid with respect to such Quarterly Dividend Period by increasing the Liquidation Preference in effect at the beginning of such Quarterly Dividend Period by the amount of dividends in cumulated and accrued during such Quarterly Dividend Period. (b) All dividends paid with respect to shares of the Senior Preferred Stock pursuant to paragraph (3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends payable on the Senior Preferred Stock for any previous quarterly dividend period less than a year shall be computed on the basis of a 360-day year of twelve 30-day months and, for periods not have been paid oninvolving a full calendar month, the deficiency actual number of days elapsed (not to exceed 30 days). (i) No dividends or other distributions shall be fully declared by the Board of Directors or paid on or declared and set apart for such shares before payment by the Corporation makes on any distribution Parity Securities for any period unless full cumulative dividends (as hereinafter definedincluding any increase or deemed increase in the Liquidation Preference above the Initial Liquidation Preference pursuant to Section 3 hereof) have been or contemporaneously are declared and paid in full in cash on the Senior Preferred Stock for all Quarterly Dividend Periods terminating on or prior to the holders date of Common Stock. Accrued but unpaid payment of such dividends or other distributions on such Parity Securities. (ii) So long as any share of the Senior Preferred Stock is outstanding, the Corporation shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare, pay or property without consideration, whether by way of set apart for payment any dividend or otherwise (except a dividend in shares other distribution on any of the Corporation) or Junior Securities (other than dividends in the purchase or redemption of shares form of the Corporation same class of Junior Securities), or make any payment on account of, purchase, redeem, retire or set apart for cash payment money for a sinking or property (except other similar fund for, the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options exercisable for an exchange or convertible into any of the Junior Securities whether in cash, obligations or shares of the Corporation or shares acquired other property (other than in exchange for Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation from employees pursuant to purchase or redeem any of the terms of any employee incentive plan, agreement Junior Securities or arrangement) including any such transferwarrants, purchase rights, calls or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued options (other than in exchange for shares the time Junior Securities). (iii) So long as any share of the distribution Senior Preferred Stock is the date when outstanding, the Corporation acquires shall not (except with respect to dividends as permitted by paragraph (3)(d)(i)) make any payment on account of, purchase, redeem, retire or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Parity Securities whether in cash, obligations or shares in of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Parity Securities or any such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonwarrants, which record date shall be no more than sixty (60) daysrights, calls or options.

Dividends. (a) The holders Holders of the outstanding Class A-1 Series A Preferred Stock Shares shall be entitled to receive, if, when and as declared by the Board of Directors out of funds legally available therefore, cumulative dividends at cash dividend payments in the annual rate of 6% per annum amount of the per share purchase price ($1.10) Dividend Yield on each Series A Preferred Share, payable quarterly for each of the Class A-1 quarters ending March, June, September and December of each year, payable in arrears on the first Business Day of each succeeding April, July, October and January, respectively (each such date being hereinafter referred to as a "Preferred StockDividend Payment Date". Such dividends The first dividend shall be payable on the Preferred Dividend Payment Date corresponding to the quarter in which the Issuance Date falls. Each such dividend will be payable to holders of record as they appear on the stock books of the Corporation on such record dates, not less than 10 nor more than 50 days preceding the related Preferred Dividend Payment Date, as shall be fixed by the Board of Directors. Dividends on each Series A Preferred Share shall accrue on a daily basis and compound quarterly commencing on the Issuance Date for such share and continuing to, but not including, the Redemption Date, or Conversion Date for such share (or other date on which such Series A Preferred Share is no longer outstanding) and accrued dividends for each quarterly dividend period shall accumulate as Unpaid Dividend Yield, to the extent not paid, on the Preferred Dividend Payment Date for the quarter in which they accrued. Dividend payments under this paragraph (a) shall accrue whether or not the Corporation shall have earnings, whether or not there shall be funds legally available for the payment of such dividends and whether or not such dividends are declared. (b) So long as any Series A Preferred Shares shall remain outstanding, no dividend (other than a dividend payable in shares of the Company’s Class A-1 Preferred Common Stock quarterly, on the fifteenth day or rights to obtain Common Stock or any class of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common capital stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation which is junior to the Series A Preferred Shares as to dividends and upon liquidation) shall be declared, nor shall the Corporation make any other distribution or payment or set aside anything of value for cash distribution or property (except for an exchange of payment on, or redeem, repurchase or otherwise acquire any shares of, the Common Stock of the Corporation or any other class of stock or series thereof ranking junior to the Series A Preferred Shares in the payment of dividends or upon liquidation (other than a redemption or purchase of shares acquired by of Common Stock of the Corporation from employees pursuant to the terms made for purposes of any an employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary benefit plan of the CorporationCorporation or any of its subsidiaries) unless the full amount of Unpaid Dividend Yield, if any, accumulated on all outstanding Series A Preferred Shares through all past Preferred Dividend Payment Dates shall have been paid and not refunded. The time of any distribution by way of No dividend shall be declared on any share or shares on any class of stock of the Corporation or series thereof ranking on a parity with the Series A Preferred Shares in respect of payment of dividends or upon liquidation for any prior dividend payment period of said parity stock unless there shall have been declared on all shares then outstanding of the Series A Preferred Shares like proportional dividends determined ratably in proportion to the respective Unpaid Dividend Yield accumulated to date of declaration thereof for all previous quarterly dividend periods on all outstanding Series A Preferred Shares and the time dividends accumulated on all outstanding shares of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayssaid parity stock.

Dividends. (a) The holders From and after the date of issuance of any share of the outstanding Class A-1 Series D Preferred Stock, a cumulative dividend shall accrue, whether or not declared by the board of directors of this Corporation and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 15.0% per annum on the sum of the Series D Original Issue Price (as defined below) plus all unpaid accrued and accumulated dividends thereon. All accrued dividends on any share of the Series D Preferred Stock shall be entitled to receivepaid in cash only when, as and if declared by the Board out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum therefor or upon a liquidation or redemption of the per Series D Preferred Stock in accordance with the provisions of this Certificate of Designation; provided, that to the extent not paid on the fifth (5th) calendar day after the last day of each month (each such date, a "Series D Dividend Payment Date"), all accrued dividends on any share purchase price ($1.10) of the Class A-1 Series D Preferred StockStock shall accumulate and compound on the applicable Series D Dividend Payment Date whether or not declared by the board of directors of this Corporation and shall remain accumulated, compounding dividends until paid pursuant hereto or converted pursuant to this Certificate of Designation. Such All accrued and accumulated dividends shall be payable in on the shares of the Company’s Class A-1 Series D Preferred Stock quarterly, as accrued pursuant to this Section 3(a) shall be prior and in preference to any dividend on any other series of Preferred Stock or the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, Common Stock and shall be pro-rated for fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any other series of Preferred Stock or the first such quarterly period if the same is less Common Stock, other than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing to declare or pay any dividend or distribution payable on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends Common Stock in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid This Corporation may elect to pay dividends shall not bear interest. “Distribution” for any month with a paid-in-kind election ("PIK") if (i) the issuance of the shares of Common Stock issuable further to the PIK has been registered pursuant to the Securities Act and such registration remains effective, (ii) this Corporation is then in compliance with all listing requirements of the Nasdaq Capital Market and (iii) the average daily trading dollar volume of this section 5 means Corporation’s Common Stock for ten (10) trading days in any period of twenty (20) consecutive trading days on the transfer of cash Nasdaq Capital Market is greater than Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000). (b) Any dividends or property without considerationdistributions, whether by way of dividend other than dividends or otherwise (except a dividend in distributions accruing or paid on shares of the Corporation) or Series D Preferred Stock pursuant to Section 3(a), shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the purchase or redemption number of shares of the Corporation for cash or property (except for an exchange of Common Stock that would be held by each such holder if all shares of preferred stock were converted to Common Stock at the Corporation or shares acquired by then effective conversion rate without regard to any limitations on the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary conversion of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment contained in the Certificate of a dividend declared thereon, which record date shall be no more than sixty (60) daysIncorporation.

Dividends. (a) The So long as any shares of Series B Convertible Preferred Stock shall be outstanding, and subject to the right of holders of Common Stock to receive the Common Special Distribution, or if applicable, the right of the holders of the outstanding Class A-1 Convertible Preferred Stock and Purchaser in respect of the Warrant to receive the Other Equity Special Distribution, the holders of shares of Series B Convertible Preferred Stock shall be entitled to receivereceive during each year with respect to each share of Series B Convertible Preferred Stock, when, as and if declared by the Board out of any funds legally available thereforefor the payment of dividends in cash, cumulative an amount equal to the greater of (x) the Dividend Rate on the Liquidation Preference hereunder, or (y) all dividends at paid in respect of a share of Common Stock (excluding the annual rate of 6% per annum Common Special Distribution) during such year calculated on the basis of the per number of shares of Common Stock into which a share purchase price of Series B Preferred Stock may be converted, regardless of whether such stock is then convertible. Dividends in an amount equal to the greater of clauses ($1.10x) or (y) in the preceding sentence, shall begin to accrue on a cumulative basis from the Original Issue Date, whether or not there shall be net profits or net assets of the Class A-1 Company legally available for the payment of those dividends and shall continue to accrue on a daily basis thereon until the date such share is converted into Common Stock in accordance with the provisions of this Certificate. As set forth in the definition of Liquidation Preference, unpaid dividends, whether or not declared, shall be added to and become a part of the Liquidation Preference. (b) Notwithstanding the foregoing, during the period commencing on the Original Issue Date and ending on the fifth anniversary of the Original Issue Date, the Company may not declare or pay dividends (except as otherwise provided herein) in respect of the Series B Convertible Preferred Stock, any Parity Securities or any Junior Securities, but dividends in respect of the Series B Convertible Preferred Stock shall continue to accrue in accordance with the provisions of Section 4(a). Such Thereafter, dividends to the extent declared by the Board of Directors shall be payable quarterly in arrears on the first Business Day of each calendar quarter (a "Dividend Payment Date") to holders of record on the tenth Business Day immediately prior to such Dividend Payment Date. (c) So long as any share of the Series B Convertible Preferred Stock is outstanding, no dividends (other than the Common Special Distribution, or the Rights Offering, or if applicable, the Other Equity Special Distribution due to Purchaser in respect of the Warrant) shall be declared or paid or set apart for payment or other distribution, declared or made upon Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Company, directly or indirectly (except by conversion into or exchange for Junior Securities), other than (i) a redemption, purchase or other acquisition of shares of Common Stock (or Common Stock equivalents) made for purposes of an employee incentive or benefit plan of the Company or any subsidiary or to satisfy the Company's obligations pursuant to any contract or security requiring the Company to purchase shares of Common Stock (or Common Stock equivalents), (ii) any distribution in respect of the TOPrS or the 5 1/4% Convertible Subordinated Debentures due 2016 required pursuant to the terms of such securities, (iii) dividends or distribution of shares of Common Stock or rights on Common Stock, (iv) the purchase of fractional interests in shares of the Company’s Class A-1 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Company or its Subsidiaries upon termination of employment or retirement, or (vi) as a result of a reclassification of the Company's capital stock for another class or series of the Company's capital stock, unless and until in each case (i) all accrued and unpaid dividends for all past dividend periods on the Series B Convertible Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and any other Parity Securities shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, and (ii) sufficient funds shall have been paid for the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) current dividend period with respect to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including Series B Convertible Preferred Stock and any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Securities.

Dividends. (a) The So long as any shares of Series B Preferred Stock shall be outstanding, the holders of the outstanding Class A-1 such Series B Preferred Stock shall be entitled to receive, out if legally payable by the Board of funds legally available thereforethe Company, cumulative dividends preferential dividends, payable-in-kind in additional shares of Series B Preferred Stock of the same series, based upon the Liquidation Preference thereof, at the annual rate Dividend Rate on the Liquidation Preference hereunder, payable semi-annually on the first Business Day of 6% per annum July and January of each year, commencing July 1, 1998. If the Board of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such Company cannot legally declare or pay such dividends, then such dividends shall be payable in shares cumulative and compound semi-annually, shall begin to accrue and compound from the Original Issue Date, whether or not there shall be net profits or net assets of the Company’s Class A-1 Preferred Stock quarterly, on Company legally available for the fifteenth day payment of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuancethose dividends, and shall be propaid-rated in-kind as soon as such dividends are legally payable. Any such dividend payable for the first period from the Original Issue Date to the date hereof shall be payable based on the Liquidation Preference previously set forth in the Series B Preferred Original Certificate of Designation, and any such quarterly dividend payable for the period if after the same is less than 91 date hereof shall be payable based on the Liquidation Preference set forth herein. Dividends may not be paid in cash. (ninety-oneb) days. All So long as any shares of common stock Series B Preferred Stock shall be valued at outstanding, then, without the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average affirmative vote of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends Required Holders, (i) no dividend whatsoever shall accrue on each such share commencing on the date of issuebe paid or declared, and shall accrue from day to day, whether or not earned or declared. Such dividends no distribution shall be cumulative so that if such dividends in respect made, on account of any previous quarterly dividend period shall not have been paid on, the deficiency Common Stock or Series A Preferred Stock and (ii) no shares of Common Stock or Series A Preferred Stock shall be fully paid on repurchased, redeemed or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive planCompany, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend and no funds shall be the date of declaration thereof and the time of any distribution by purchase paid into or redemption of shares shall be the day cash set aside or property is transferred by the Corporation, whether or not pursuant to made available for a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date sinking fund for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonpurchase, which record date shall be no more than sixty (60) daysredemption or acquisition thereof.

Dividends. (a) The holders of the outstanding Class A-1 A Preferred Stock shares, in priority to the holders of Common shares and any other class or series of shares ranking junior to the Class A Preferred shares, shall be entitled to receive, receive and the Company shall pay thereon out of funds legally available thereforemonies of the Company properly applicable to the payment of dividends, cumulative cash dividends, or dividends payable as a PIK Dividend in the circumstances set forth below, at the annual rate of 6% per annum of the per share purchase price eight percent ($1.108%) of the Class A-1 A Preferred Stock. Such dividends shall be Share Original Issue Price per share, per annum, accruing (but not compounding) daily, payable in shares only upon the liquidation, dissolution or winding-up of the Company or, at any time prior to the liquidation, dissolution or winding-up of the Company’s Class A-1 Preferred Stock quarterly, on payable if, as and when declared by the fifteenth day Board of October, January, April and July (Directors. The Board of Directors shall deliver notice to each of the holders of the Class A Preferred shares at least fourteen (14) days prior to any declaration by the Board of Directors of the dividends provided to be paid under this Section 27.3(4) if such dates being dividends are to be declared by the Board of Directors prior to the liquidation, dissolution or winding-up of the Company. Each holder of Class A Preferred shares may, in its sole discretion, receive all or any portion of the amount of the cumulative dividends payable hereunder in the form of a “Dividend Payment Date”) commencing on the date whole number of issuancefurther Class A Preferred shares ("PIK Dividends"), and shall to be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued issued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days such Class A Preferred shares immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on prior to the date on which the dividend is declared; provided that such holder has delivered an election to receive all or a portion of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect PIK Dividends, specifying the amount of any previous quarterly such dividends to be payable in PIK Dividends if less than all of such dividends are to be payable in PIK Dividends, at least seven (7) days prior to the date provided for declaration of the dividend period shall not have been paid on, Any amount of dividends payable to a holder of Class A Preferred shares that has elected to receive PIK Dividends that is less than a whole multiple of the deficiency shall be fully paid on or declared and set apart then applicable issuance price for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of Class A Preferred shares shall be paid in cash. In the day cash or property is transferred by the Corporation, whether or not event PIK Dividends are payable pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time liquidation, dissolution or winding-up of the distribution is the date when the Corporation acquires Company or a Deemed Liquidation Event, the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date issuable as PIK Dividends shall be no more than sixty (60) daysdeemed to have been issued immediately prior to such liquidation, dissolution, winding-up or Deemed Liquidation Event.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series C Preferred Stock shall not be entitled to receive, out of funds legally available therefore, cumulative receive dividends at on the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Series C Preferred Stock. Such . (b) From and after the time, if any, that the Corporation fails to pay to the holder of any shares of Series C Preferred Stock, on the date specified for redemption in accordance with Section 5, Section 6 or Section 7 hereof or on the date specified for repurchase in accordance with Section 10, the redemption price calculated pursuant to Section 5, the Change of Control Price (as defined below) or the Material Asset Sale Price (as defined below) after such holder has delivered notice to the Corporation pursuant Section 10 of its intention to exercise its repurchase rights under Section 10, if applicable, then (i) no dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether declared or not earned paid or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes payment, or other distribution declared or made, upon any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Junior Securities, nor shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationany Junior Securities be redeemed, whether by way of dividend purchased or otherwise acquired (except other than a dividend in shares of the Corporation) or the redemption, purchase or redemption other acquisition of shares of the Corporation Common Stock expressly required and made for cash purposes of any employee incentive or property (except for an exchange of shares benefit plans or arrangements of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time Corporation or the payment of cash in lieu of fractional shares in connection therewith) for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any distribution by way of dividend shall be the date of declaration thereof and the time shares of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such Junior Securities) by the Corporation, whether directly or indirectly (except by conversion into or exchange for Junior Securities or the payment of cash in lieu of fractional shares in connection therewith) and (ii) the Corporation shall not, directly or indirectly, make any payment on account of any purchase, redemption, retirement or other acquisition of any Parity Securities (other than for consideration payable solely in Junior Securities or the payment of cash in lieu of fractional shares in connection therewith); provided, however, that this Section 3(b) shall not be applicable at any time that (A) the Corporation has irrevocably paid, in accordance with Section 5 or Section 7, the entire redemption price payable to each holder of Series C Preferred Stock, (B) the Corporation has irrevocably paid, in accordance with Section 6, the Change of Control Price payable to each holder or (C) the Corporation has irrevocably paid, in accordance with Section 10, the Material Asset Sale Price payable to each holder that has exercised its repurchase right pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSection 10.

Dividends. (a) The 2.1 Subject to the rights of the holders of any shares of Senior Stock, the outstanding Class A-1 holders of shares of Series A Preferred Stock Stock, in preference to the holders of any shares of Junior Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available thereforetherefor, cumulative cash dividends on each outstanding share of Series A Preferred Stock, payable quarterly, in arrears, at the an annual rate of 64.0% per annum of the per share purchase price Liquidation Preference ($1.10the "Dividend Rate"). Dividends payable for each full dividend period will be computed by dividing (x) the product of (i) the Class A-1 Preferred Stock. Such dividends Liquidation Preference and (ii) the Dividend Rate by (y) four and shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) , to the holders of record of Series A Preferred Stock at the close of business on the Dividend Record Date applicable to such Dividend Payment Date, commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the First Dividend Payment Date. Such dividends shall accrue be cumulative from the First Dividend Payment Date. Dividends on the Series A Preferred Stock which are not declared and paid when due will compound quarterly on each such share commencing Dividend Payment Date at the Dividend Rate. Dividends payable for any partial dividend period shall be computed on the date basis of issueactual days elapsed over a 360-day year consisting of twelve 30-day months. 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. 2.2 Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full cumulative dividends, as herein provided, on the Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears (it being understood that the compounding of unpaid dividends shall not constitute interest or money in lieu of interest). 2.3 Whenever quarterly dividends payable on shares of Series A Preferred Stock are in arrears, thereafter and shall accrue from day to dayuntil all accrued and unpaid dividends, whether or not earned or declared. Such dividends , on the outstanding shares of Series A Preferred Stock shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on in full or declared and set apart for such payment, the Company shall not: (i) declare or pay dividends, or make any other distributions, on any shares before of Junior Stock other than dividends or distributions payable in Junior Stock ; or (ii) declare or pay dividends, or make any other distributions, on any shares of Parity Stock, except (1) dividends or distributions payable in Junior Stock and (2) dividends or distributions paid ratably on the Corporation makes any distribution (as hereinafter defined) Series A Preferred Stock and all Parity Stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in all shares of the Corporation) or the purchase or redemption of Series A Preferred Stock and such Parity Stock are then entitled. 2.4 Whenever quarterly dividends payable on shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive planSeries A Preferred Stock are in arrears, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof thereafter and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationuntil all Accumulated Dividends, whether or not pursuant to a contract declared, on the outstanding shares of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment shall have been paid in full or declared and set apart for payment, the Company shall not: (i) redeem or purchase or otherwise acquire for consideration any shares of a dividend declared thereon, which record date shall be no more than sixty Junior Stock or Parity Stock; or (60ii) dayspurchase or otherwise acquire for consideration any shares of Series A Preferred Stock.

Dividends. (a) The holders Subject to Section 5.13 of the Plan, for so long as both the Option remains outstanding Class A-1 Preferred Stock shall be entitled and the Participant remains Employed, with respect to receive, out of funds legally available therefore, cumulative cash dividends at paid by the annual rate of 6% per annum of Company on its Shares after the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such Company has paid cash dividends in respect of the Initial Majority Stockholder Shares which exceed the sum of $1.8 billion (U.S. Dollars) and any previous quarterly dividend period shall not have been paid ontaxes due on such dividends (but excluding cash dividends for the purpose of satisfying tax obligations), as determined by the Committee in its sole discretion, the deficiency shall be fully Company shall, (i) with respect to vested Options then outstanding on the date such dividend is paid on or declared and set apart for such shares before (the Corporation makes any distribution (as hereinafter defined) "Payment Date"), pay to the holders Participant, if and only if, he or she remains Employed on the Payment Date, a cash bonus equal to the amount of cash dividends that he or she would have received if he or she owned the shares of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in Stock underlying the vested portion of this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares Option as of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for such cash dividend, and (ii) with respect to any unvested Options then outstanding on the determination Payment Date, if and only if such right or the utilization of holders such right would not cause the Option to fail to be exempt from Section 409A of Class A-1 Preferred Stock entitled the Code, provide for dividend equivalents to receive payment of a dividend declared thereonaccrue to the Participant, if any, only if he or she is Employed by the Company on the Payment Date, which shall be credited to a notional account maintained for the Participant (a "Notional Account") in an amount equal to the amount of cash dividends he or she would have received if he or she owned the shares of Common Stock underlying the unvested portion of this Option as of the record date for such cash dividend. Such dividend equivalent payments will be paid on the date(s) on which the unvested portion of this Option to which such dividend equivalents relate become vested and will be forfeited upon the Participant's termination of Employment to the extent then unpaid (even if the Option becomes vested after such termination of Employment). Unless otherwise determined by the Committee, all rights to dividends and dividend equivalents under this Section 7 shall cease upon the occurrence of an Initial Public Offering. The Participant acknowledges and agrees that, unless otherwise determined by the Committee in its sole discretion, no adjustments will be made under the Plan or otherwise to the Option in respect of any cash dividends or cash distributions paid by the Company on its Shares. No interest shall accrue on any amounts credited to the Notional Account and the Participant's rights with respect to such amounts shall be no more greater than sixty (60) daysthe rights of a general unsecured creditor of the Company. Any amounts paid under this Section shall be reduced by all applicable tax withholdings and deductions.

Dividends. (a) The record holders of the outstanding Class A-1 AAA Preferred Stock shall be entitled to receivereceive dividends, when and as declared by the Board of Directors, out of funds legally available thereforefor payment of dividends. Subject to the distributions referred to in the final sentence of subparagraph 4(m) hereof, such dividends shall be payable by the Corporation in cash in an amount equal to the Dividend Rate multiplied by the Liquidation Preference plus accrued and unpaid dividends as provided in Section 2(c) below. (b) Dividends on shares of Class AAA Preferred Stock shall accrue and be cumulative from the Initial Issue Date and shall be payable on each Dividend Payment Date. (c) If any Dividend Payment Date occurs on a day that is not a Business Day, any accrued dividends at otherwise payable on such Dividend Payment Date shall be paid on the annual rate next succeeding Business Day. Dividends shall be paid to the holders of 6% per annum of the per share purchase price ($1.10) record of the Class A-1 AAA Preferred StockStock as their names shall appear on the share register of the Corporation on the Record Date for such dividend. Such Dividends payable in any Dividend Period which is less than a full Dividend Period in length will be computed on the basis of a ninety (90) day quarterly period and actual days elapsed in such Dividend Period. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time to holders of record on the Record Date therefor. For any Dividend Period in which dividends are not paid in full at the full Dividend Rate (9%) on a quarterly basis on the Dividend Payment Date first succeeding the end of such Dividend Period, then on such Dividend Payment Date such accrued and unpaid dividends shall be added (solely for the purpose of calculating dividends payable on the Class AAA Preferred Stock) to the Liquidation Preference of the Class AAA Preferred Stock effective at the beginning of the Dividend Period succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accrue additional dividends in respect thereof at the Dividend Rate until such accrued and unpaid dividends have been paid in full. (d) So long as any shares of Class AAA Preferred Stock shall be outstanding, the Corporation shall not declare, pay or set apart for payment on any Junior Stock any dividends whatsoever, whether in cash, property or otherwise (other than dividends payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether class or not earned or declared. Such dividends shall be cumulative so that if series upon which such dividends in respect of any previous quarterly dividend period shall not have been paid onare declared or paid, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend payable in shares of Common Stock with respect to Junior Stock other than Common Stock, together with cash in lieu of fractional shares), nor shall the Corporation) Corporation make any distribution on any Junior Stock, nor shall any Junior Stock be purchased, redeemed or otherwise acquired by the Corporation or any of its subsidiaries of which it owns not less than a majority of the outstanding voting power, nor shall any monies be paid or made available for a sinking fund for the purchase or redemption of any Junior Stock, unless all dividends to which the holders of Class AAA Preferred Stock shall have been entitled for all previous Dividend Periods shall have been paid or declared and a sum of money sufficient for the payment thereof has been set apart. (e) The Corporation shall be obligated to declare and pay dividends in an amount equal to the Dividend Rate on each Dividend Payment Date to the extent that funds are legally available for declaration of such dividends. In the event that full dividends are not paid or made available to the holders of all outstanding shares of Class AAA Preferred Stock and of any Parity Stock with respect to any Dividend Period and funds available for payment of dividends shall be insufficient to permit payment in full to holders of all such stock of the full preferential amounts to which they are then entitled, then the entire amount legally available for payment of dividends shall be distributed each Dividend Period ratably among all such holders of Class AAA Preferred Stock and of any Parity Stock in proportion to the full amount to which they would otherwise be respectively entitled. The dividends payable in respect of the Class AAA Preferred Stock shall be a mandatory obligation of the Corporation, subject only to the limitations set forth in Section 170 of the Delaware General Corporation Law with respect to funds legally permitted to be used for the payment of dividends (the "Legal Funds Requirement"). In stating that the dividends payable in respect of the Class AAA Preferred Stock are a mandatory obligation, it is the explicit intent of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of eliminate any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.and

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock a particular series of AMPS shall be entitled to receive, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available thereforetherefor, cumulative dividends each consisting of cash at the annual rate Applicable Rate and no more, payable on the respective dates set forth below. Dividends on the shares of 6% per annum each series of AMPS so declared and payable shall be paid in preference to and in priority over any dividends declared and payable on the Common Shares. (i) Cash dividends on shares of each series of AMPS shall accumulate at the relevant Applicable Rate(s) from the Date of Original Issue and shall be payable, when, as and if declared by the Board of Trustees of the per share purchase price ($1.10) Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Following the Initial Dividend Payment Date for a series of AMPS, dividends on that series of AMPS will be payable, at the option of the Class A-1 Preferred Stock. Such dividends shall be payable in shares Trust, either (i) with respect to any Seven-Day Dividend Period and any Short Term Dividend Period of the Company’s Class A-1 Preferred Stock quarterly35 or fewer days, on the fifteenth day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of Octobermore than 35 days and with respect to any Long Term Dividend Period, January, April monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and July on the day next succeeding the last day thereof (each of such dates date referred to in clause (i) or (ii) being herein referred to as a “"Normal Dividend Payment Date”) commencing "), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of issuancethe exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of AMPS is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of AMPS, then the last day of such Dividend Period for such other series of AMPS shall be pro-rated the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the first such quarterly period if Board of Trustees of the same is less than 91 (ninety-one) daysTrust shall fix the Dividend Payment Date. All shares However, no Dividend Period of common stock any series of AMPS shall be valued at co-extensive with any Dividend Period of any other series of AMPS unless the Fair Market Value thereofTrust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of AMPS. As used herein Fair Market Value shall mean The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of AMPS set forth in the case Declaration of stock Trust or the Bylaws. The Initial Dividend Period, Seven-Day Dividend Periods and Special Dividend Periods with respect to a series of AMPS are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date." (ii) Each dividend shall be paid to the Holders as they appear in the Share Register as of 12:00 noon, New York City time, on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately Business Day preceding the Dividend Payment Date. Such dividends Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the Share Register on a date, not exceeding 15 days prior to the payment date therefor, as may be fixed by the Board of Trustees of the Trust. (i) During the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for a series of AMPS (the "Initial Dividend Period"), the Applicable Rate for such series of AMPS shall accrue be the Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of AMPS, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "Subsequent Dividend Period"), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to the next Dividend Payment Date (or last Dividend Payment Date in a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the rate per annum that results from implementation of the Auction Procedures. For a series of AMPS, the Applicable Rate for such share series for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; and each Dividend Period, commencing after the first day of and during, but not after the end of, a Non-Payment Period shall be a Seven-Day Dividend Period. Except in the case of the willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, any amount of issueany dividend due on any Dividend Payment Date (if, prior to the close of business on the second Business Day preceding such Dividend Payment Date, the Trust has declared such dividend payable on such Dividend Payment Date to the Holders of such AMPS as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any AMPS not paid to such Holders when due may be paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, provided that such amount is accompanied by a late charge calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period (excluding any days that would have been Business Days but for the occurrence of any unforeseen event or unforeseen events that caused such days not to be Business Days) divided by 365, and in such case such period shall accrue not constitute a Non-Payment Period; provided, however, that the Trust shall not be required to pay any late charge if it declares a dividend on the Dividend Payment Date or the Business Day immediately preceding such Dividend Payment Date in accordance with clause (i) of the definition of "Non-Payment Period" and deposits payment for such dividend as contemplated by clause (ii)(A) of the definition of "Non-Payment Period" on or before the second Business Day succeeding the day on which the dividend was declared. In the case of a willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, the preceding sentence shall not apply and the Applicable Rate for the Dividend Period commencing during the Non-Payment Period resulting from such failure shall be the Non-Payment Period Rate. For the purposes of the foregoing, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the same time on the preceding Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (ii) The amount of dividends per share of any series of AMPS payable (if declared) on the Initial Dividend Payment Date, each Dividend Payment Date of each Seven-Day Dividend Period and each Dividend Payment Date of each Short Term Dividend Period shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which will be the number of days in such Dividend Period or part thereof that such share was outstanding and the denominator of which will be 365, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent. During any Long Term Dividend Period, the amount of cash dividends per share of a series of AMPS payable (if declared) on any Dividend Payment Date shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which will be such number of days in such part of such Dividend Period that such share was outstanding and for which dividends are payable on such Dividend Payment Date and the denominator of which will be 360, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent. (iii) The Trust may, at its sole option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for a series of AMPS be a number of days (other than seven), evenly divisible by seven and not fewer than fourteen nor more than 364 in the case of a Short Term Dividend Period or one whole year or more but not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that the Trust may not give a Request for Special Dividend Period for a Dividend Period of greater than 28 days (and any such request shall be null and void) unless, for any Auction occurring after the initial Auction, Sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends and any amounts due with respect to redemptions have been paid in full. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the second Business Day but not more than seven Business Days prior to an Auction Date for a series of AMPS and, in the case of a Long Term Dividend Period, shall be given on or prior to the second Business Day but not more than 28 days prior to an Auction Date for a series of AMPS. Upon receiving such Request for Special Dividend Period, the Broker-Dealer(s) shall jointly determine the Optional Redemption Price of the AMPS of the applicable series of AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall give the Trust and the Auction Agent written notice (a "Response") of such determination by no later than the second Business Day prior to such Auction Date. In making such determination the Broker-Dealer(s) will consider (1) existing short-term and long-term market rates and indices of such short-term and long-term rates, (2) existing market supply and demand for short-term and long-term securities, (3) existing yield curves for short-term and long-term securities comparable to the AMPS, (4) industry and financial conditions which may affect the AMPS of the applicable series, (5) the investment objective of the Trust, and (6) the Dividend Periods and dividend rates at which current and potential beneficial holders of the AMPS would remain or become beneficial holders. After providing the Request for Special Dividend Period to the Auction Agent and each Broker-Dealer as set forth above, the Trust may by no later than the second Business Day prior to such Auction Date give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository and each Broker-Dealer which notice will specify (i) the duration of the Special Dividend Period, (ii) the Optional Redemption Price, if any, as specified in the related Response and (iii) the Specific Redemption Provisions, if any, as specified in the related Response. The Trust also shall provide a copy of such Notice of Special Dividend Period to Fitch Ratings, ▇▇▇▇▇'▇ and any Substitute Rating Agency. The Trust shall not give a Notice of Special Dividend Period and, if the Trust has given a Notice of Special Dividend Period, the Trust is required to give telephonic and written notice of its revocation (a "Notice of Revocation") to the Auction Agent, each Broker-Dealer, and the Securities Depository on or prior to the Business Day prior to the relevant Auction Date if (x) either the 1940 Act Preferred Shares Asset Coverage is not satisfied or the Trust shall fail to maintain Fitch Eligible Assets and ▇▇▇▇▇'▇ Eligible Assets each with an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount, on each of the two Valuation Dates immediately preceding the Business Day prior to the relevant Auction Date on an actual basis and on a pro forma basis giving effect to the proposed Special Dividend Period (using as a pro forma dividend rate with respect to such Special Dividend Period the dividend rate which the Broker-Dealers shall advise the Trust is an approximately equal rate for securities similar to the AMPS with an equal dividend period) or (y) sufficient funds for the payment of dividends payable on the immediately succeeding Dividend Payment Date have not been irrevocably deposited with the Auction Agent by the close of business on the third Business Day preceding the Auction Date immediately preceding such Dividend Payment Date. The Trust also shall provide a copy of such Notice of Revocation to Fitch Ratings, ▇▇▇▇▇'▇ and any Substitute Rating Agency. If the Trust is prohibited from giving a Notice of Special Dividend Period as a result of any of the factors enumerated in clause (x) or (y) above or if the Trust gives a Notice of Revocation with respect to a Notice of Special Dividend Period for any series of AMPS, the next succeeding Dividend Period for that series will be a Seven-Day Dividend Period. In addition, in the event Sufficient Clearing Bids are not made in an Auction, or if an Auction is not held for any reason, such next succeeding Dividend Period will be a Seven-Day Dividend Period and the Trust may not again give a Notice of Special Dividend Period for the AMPS (and any such attempted notice shall be null and void) until Sufficient Clearing Bids have been made in an Auction with respect to a Seven-Day Dividend Period. If an Auction is not held because an unforeseen event or unforeseen events cause a day that otherwise would have been a Dividend Payment Date or an Auction Date not to be a Business Day, then the length of the Dividend Period relating to such Dividend Payment Date shall be extended by seven days (or a multiple thereof if necessary because of such unforeseen event or events) (an "Extension Period"), the Applicable Rate for such Extension Period shall be the Applicable Rate for the Dividend Period so extended and the Dividend Payment Date for such Dividend Period shall be the first Business Day next succeeding the end of such Extension Period. (i) Holders shall not be entitled to any dividends, whether payable in cash, property or not earned AMPS, in excess of full cumulative dividends as herein provided. Except for the late charge payable pursuant to Section 11.2(c)(i) hereof, no interest, or declared. Such dividends sum of money in lieu of interest, shall be cumulative so that if such dividends payable in respect of any previous quarterly dividend period payment on the AMPS that may be in arrears. (ii) For so long as any AMPS are Outstanding, the Trust shall not have been paid ondeclare, the deficiency shall be fully paid on pay or declared and set apart for such shares before the Corporation makes payment any dividend or other distribution (as hereinafter defined) other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Shares or other shares of beneficial interest, if any, ranking junior to the holders AMPS as to dividends or upon liquidation) in respect of the Common Stock. Accrued but unpaid Shares or any other shares of beneficial interest of the Trust ranking junior to or on a parity with the AMPS as to dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationupon liquidation, whether by way of dividend or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except a dividend in by conversion into or exchange for shares of the CorporationTrust ranking junior to the AMPS as to dividends and upon liquidation) or the purchase any other such Parity Shares (except by conversion into or redemption of shares exchange for stock of the Corporation for cash Trust ranking junior to or property on a parity with the AMPS as to dividends and upon liquidation), unless (except for an exchange of shares of A) immediately after such transaction, the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend Trust shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.have Fitch Eli

Dividends. (a) The holders From and after the date of issuance of the outstanding Class A-1 Preferred Restricted Stock Units until such time as the Restricted Stock Units shall be forfeited or shall vest, each in accordance with the terms of this Agreement, you will be entitled to receive, out rights to dividends on shares of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price TRW Common Stock ($1.10) of the Class A-1 Preferred Stockif and as declared and paid). Such dividends shall be payable deemed to be reinvested in shares of the Company’s Class A-1 Preferred additional Restricted Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing Units on the date of issuancepayment of such dividend, and shall be pro-rated accounted for separately with respect to the first such quarterly period if the same is less than 91 (ninety-one) daystwo applicable vesting dates. All shares The number of common stock Restricted Stock Units deemed issued to you on a dividend payment date shall be valued at calculated as the Fair Market Value thereofproduct of (i) the number of Restricted Stock Units then issued to you pursuant to this Agreement (including Restricted Stock Units previously deemed issued pursuant to this Section 4) multiplied by (ii) the dividend amount per share, divided by the fair market value of a share of TRW Common Stock on the date the dividend is paid. As used herein Fair Market Value shall mean in For purposes of this Agreement, the case of stock on a given date, “fair market value” is the average of the closing bid high and low sales prices for of a share of TRW Common Stock on the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing New York Stock Exchange on the date of issuethe dividend is paid, as reported by the New York Stock Exchange (or if there are no sales on such date, then the closing sale price on such listing on the nearest date before the date the dividend is paid). Other than such dividend equivalent and shall accrue from day reinvestment rights, the Restricted Stock Units issued to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period you pursuant to this Agreement shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes entitle you to any distribution (as hereinafter defined) to the holders rights of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption ownership of shares of TRW Common Stock, including but not limited to voting rights. Restricted Stock Units deemed issued pursuant to this Section 4 shall vest or be forfeited on the Corporation for cash same date that the applicable Restricted Stock Units initially issued pursuant to this Agreement vest or property (except for an exchange of shares are forfeited. TRW shall provide you with a statement of the Corporation or shares acquired by the Corporation from employees number of Restricted Stock Units issued to you pursuant to the terms of this Agreement after any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonon TRW Common Stock, which record date shall be no more than sixty (60) daysspecify the number of Restricted Stock Units applicable to each scheduled vesting date.