Common use of Preferred Stock Clause in Contracts

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL applicable law of the State of Delaware (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this the Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock may be issued from time to time Stock, in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any to fix for each such class series such voting powers, full or series limited, and the designation thereof, or any of the foregoing. The powerssuch designations, preferences and relative, participating, optional and or other special rights of each class or series of Preferred Stock, and the such qualifications, limitations or restrictions thereof, if any, thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may differ from those of any and all other classes or series at any time outstandingbe permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-then outstanding shares of the capital stock of the Corporation entitled to vote thereongenerally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCLvoting together as a single class, subject to obtaining without a separate vote of the holders of any classes or series of the Preferred Stock, if such or any series thereof, unless a vote of any such holders is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Stock Designation). There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions.

Preferred Stock. Subject to Article IV, Part A Section 9, Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series pursuant adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Part A Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class resolutions, all to the full extent now or series, and hereafter permitted by the number of shares constituting any such class or series and DGCL. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled rank equally or be junior to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or other series of Preferred Stock, if such a vote is required pursuant Stock to the terms of this Certificate of Incorporation (including any Preferred Designation)extent permitted by law.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. The Preferred Stock may be issued from time to time in one or more classes series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or series pursuant expressed herein. As of the effective date of this Certificate of Incorporation^ 5,000,000 shares of the authorized Preferred Stock of the Corporation are hereby designated Series 1 Convertible Preferred Stock (the “Series 1 Preferred”). The rights, preferences, powers, privileges and restrictions, qualifications and limitations granted to a resolution and imposed on the Series 1 Preferred Stock are as set forth below in this Article Fourth. Unless otherwise indicated, references to “Sections” or resolutions providing for such issue duly adopted by the “Subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth. The Board of Directors is authorized, subject to any limitations prescribed by law, to designate and provide for the issuance of shares of additional series of Preferred Stock on or following the Corporation (the “Board”) and the date hereof by filing of a certificate pursuant to the DGCL (such Preferred Stock, the “Blank Check Preferred Stock” and each certificate for such applicable Blank Check Preferred Stock, being hereafter referred to as a “Preferred Stock Designation”), authority to do so being hereby expressly vested establish from time to time the number of shares to be included in the Board. The Board is further authorizedeach such series, subject to limitations prescribed by law, and to fix by resolution or resolutions the designationsdesignation, powers, preferences and rights, rights of the shares of each such series and the any qualifications, limitations or restrictions thereof, . In the event that at any time the Board of any classes Directors shall have established and designated one or more series of Blank Check Preferred Stock consisting of a number of shares less than all of the authorized number of shares of Preferred Stock, including without limitation authority the remaining authorized shares of Blank Check Preferred Stock shall be deemed to fix be shares of an undesignated series of Blank Check Preferred Stock unless and until designated by resolution the Board of Directors as being part of a series previously established or resolutions a new series then being established by the dividend rights, dividend rate, conversion rights, voting rights, rights and terms Board of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences Directors. Notwithstanding the fixing of any such class or series, and the number of shares constituting any such class or series and a particular series, the designation thereof, or any Board of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, Directors may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased thereafter authorize an increase or decreased (but not below decrease in the number of shares thereof then outstanding) of any such series except as set forth in the Preferred Stock Designation for such series of Blank Check Preferred Stock. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status of authorized undesignated Preferred Stock unless and until designated by the affirmative vote Board of the holders Directors as being a part of a majority series previously established or a new series then being established by the Board of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation)Directors.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the The Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being is hereby expressly vested authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in the Board. The Board is further authorized, subject to limitations prescribed by law, each such series and to fix by resolution or resolutions the voting rights, if any, designations, powers, preferences and relative participating, optional, or other special rights, if any, of each such series and the any qualifications, limitations or and restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased decrease (but not below the number of shares thereof of such series then outstanding) the number of shares of any series as shall be stated in the resolution or resolutions adopted by the affirmative vote Board providing for the issuance of the holders such series and included in a certificate of designation (a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled “Preferred Stock Designation”) filed pursuant to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject and the Board is hereby expressly vested with the authority to obtaining a vote the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. Without limiting the generality of the holders foregoing, the resolution or resolutions providing for the creation and issuance of any classes or series of Preferred Stock, if Stock may provide that such a vote is required pursuant series shall be superior or rank equally or be junior to any other series of Preferred Stock to the terms of extent permitted by law and this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Preferred Stock Designation).

Preferred Stock. The Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted series, as determined by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the BoardDirectors. The Board of Directors is further authorizedexpressly authorized to provide for the issue, subject in one or more series, of all or any of the remaining shares of the Preferred Stock and to limitations prescribed by lawestablish for each such series the number of its shares, to fix by resolution the voting powers, full or resolutions limited, of the shares of such series, or that such shares shall have no voting powers, and the designations, powers, preferences and rightsrelative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by thereof as shall be stated and expressed in the resolution or resolutions adopted by the dividend rights, dividend rate, conversion rights, voting rights, rights and terms Board of redemption Directors providing for the issue of such series (including sinking fund provisionsa “Preferred Stock Designation”), redemption price all to the fullest extent now or prices, and liquidation preferences of any such class or series, and hereafter permitted by the number of shares constituting any such class or series and the designation thereof, or any of the foregoingDGCL. The powers, preferences and relative, participating, optional and other special rights Board of each class or series of Preferred Stock, and Directors is also expressly authorized (unless forbidden in the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of applicable Preferred Stock may be increased Designation) to increase or decreased decrease (but not below the number of shares thereof then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of such series. Except as otherwise expressly provided in any Preferred Stock Designation, (a) any new series of Preferred Stock may be designated, fixed and determined as provided herein by the affirmative vote Board of Directors without approval of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of Common Stock or the holders of Preferred Stock, or any classes series thereof, and (b) any such new series may have powers, preferences and rights, including, without limitation, voting rights, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, the Preferred Stock or any future class or series of Preferred Stock or Common Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. 1. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. 2. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). 3. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-then outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining unless a vote of the any such holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this any Certificate of Incorporation (including Designation filed with respect to any series of Preferred Designation)Stock.

Preferred Stock. Shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series pursuant to a resolution shall have such distinctive designation or resolutions providing for such issue duly adopted title as shall be fixed by the affirmative vote of a majority of the whole Board of Directors of the Corporation (the “Board”"Board of Directors") and the filing of a certificate pursuant prior to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, issuance of any classes shares thereof (the number of directors of the Corporation, as so determined from time to time, being referred to herein as the "Whole Board"). Each such class or series of Preferred StockStock shall have such voting powers, including without limitation authority to fix by resolution full or resolutions the dividend rightslimited, dividend rate, conversion rights, or no voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or pricespowers, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powersdesignations, preferences and relative, participating, optional and or other special rights and qualifications, limitations or restrictions, including the dividend rate, redemption price and liquidation preference, and may be convertible into, or exchangeable for, at the option of each either the holder or the Corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of capital stock, or any debt securities, of the Corporation at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated and expressed in this Restated Certificate of Incorporation or in any amendment hereto or in such resolution or resolutions providing for the issuance of such class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock as may be increased or decreased (but not below the number of shares thereof then outstanding) adopted from time to time by the affirmative vote of the holders number of a directors constituting the majority of the voting power Whole Board prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the DGCL. The authority of the then-outstanding shares Board of capital stock Directors with respect to each series shall also include, but not be limited to, the determination of restrictions, if any, on the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders issue or reissue of any classes or series additional shares of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Any Preferred Stock not previously designated as to series may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized), subject to limitations prescribed by law, to fix by and such resolution or resolutions shall also set forth the designations, voting powers, preferences and rights, and the qualifications, limitations full or restrictions thereoflimited or none, of any classes or each such series of Preferred Stock, including without limitation authority to Stock and shall fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powersdesignations, preferences and relative, participating, optional and or other special rights and qualifications, limitations or restrictions of each class such series of Preferred Stock; provided that, except for any right to elect directors upon the failure of the Corporation to pay regular dividends on such Preferred Stock as and when due for a specified period of time, no series of Preferred Stock shall be entitled to vote generally in the election of any directors of the Corporation other than Class A Directors or to vote separately to elect one or more directors of the Corporation. The Board of Directors is authorized to alter the designation, rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, and the qualifications, limitations to increase or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased decrease (but not below the number of shares thereof then of any such series than outstanding) the number of shares of any such subsequent to the issue of shares of that series. Each share of Preferred Stock issued by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of Corporation, if reacquired by the Corporation entitled (whether by redemption, repurchase, conversion to vote thereonCommon Stock or other means), irrespective shall upon such reacquisition resume the status of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series authorized and unissued shares of Preferred Stock, if such a vote is required pursuant undesignated as to series and available for designation and issuance by the terms of this Corporation in accordance with the immediately preceding paragraph." The Existing Certificate of Incorporation (including any Preferred Designation).shall be amended by deleting in its entirety Article V thereof and replacing it with the following:

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed in this Certificate of Incorporation and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stocksuch series, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by applicable law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by applicable law or as shall expressly be granted by this Certificate of Incorporation (including any Certificate of Designation), and the qualifications, limitations or restrictions thereof, if any, may differ from those holders of any and all other classes or series at of Preferred Stock shall not be entitled to any time outstandingvoting power in respect of such Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Preferred Stock may be issued Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more classes series to have such terms as stated or series pursuant to expressed herein, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. The Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the series. The Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby is expressly vested in the Board. The Board is further authorized, subject to any limitations prescribed by lawthe laws of the State of Delaware, to fix provide, out of unissued shares of Preferred Stock that have not been designated as to series, for series of Preferred Stock by resolution or resolutions adopted and filed pursuant to the designationsapplicable laws of the State of Delaware, powersand, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority with respect to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or each series, and to establish the number of shares constituting any to be included in each such class or series and series, to fix the designation thereofdesignation, or any of the foregoing. The vesting, powers (including voting powers), preferences and relative, participating, optional and or other special rights rights, if any, of each class or such series of Preferred Stock, and the any qualifications, limitations or restrictions thereof, if anyand, may differ from those subject to the rights of such series, to thereafter increase (but not above the total number of authorized shares of the Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any and all other classes or series at any time outstandingsuch series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority two-thirds of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate vote of the holders of the Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the DGCLGeneral Corporation Law, subject to obtaining unless a separate vote of the holders of any classes one or more series of Preferred Stock, if such a vote is required pursuant to the terms of any series of Preferred Stock; provided, however, that if two-thirds of the Whole Board (as defined below) has approved such increase or decrease of the number of authorized shares of Preferred Stock, then only the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate vote of the holders of the Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a separate vote of the holders of one or more series is required pursuant to the terms of any series of Preferred Stock, shall be required to effect such increase or decrease. Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the Corporation, in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth in this Second Amended and Restated Certificate of Incorporation (including the “Restated Certificate”) or in such resolution or resolutions. For purposes of this Restated Certificate, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any Preferred Designation)vacancies in previously authorized directorships.

Preferred Stock. (i) Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as provided herein. (ii) Authority is hereby expressly granted to the Board of Directors from time to time to create and issue the Preferred Stock in one or more series, and in connection with the creation and issuance of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to determine and fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any of such class or series and the designation thereofsuch voting powers, full or limited, or any of the foregoing. The no voting powers, and such designations, preferences and relative, participating, optional and or other special rights of each class or series of Preferred Stockrights, and the qualifications, limitations or restrictions thereof, if anyincluding, may differ from those of any without limitation, dividend rights, conversion rights, redemption privileges and all other classes liquidation preferences, and to increase or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased decrease (but not below the number of shares thereof of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the affirmative vote DGCL. Without limiting the generality of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the foregoing provisions of this Section 242(b)(2) of 4.03, the DGCL, subject to obtaining a vote of resolution or resolutions providing for the holders creation and issuance of any classes or series of Preferred Stock, if Stock may provide that such a vote is required pursuant series shall be superior or rank equally or be junior to any other series of Preferred Stock to the terms of extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL. ARTICLE VI For the management of the business and for the conduct of the affairs of the Corporation it is further provided that: A. Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders following the initial registration of the Corporation’s Common Stock pursuant to the Securities Exchange Act of 1934, as amended; the initial Class II directors shall serve for a term expiring at the second annual meeting of the stockholders following such registration; and the initial Class III directors shall serve for a term expiring at the third annual meeting following such registration. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, subject to obtaining any special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II and Class III. B. Except as otherwise expressly provided by the DGCL or this Restated Certificate, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors. C. Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors. D. Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided by law, any classes vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), if and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office until the expiration of the term of the class to which such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal. E. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a vote is required pursuant series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including any Preferred Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B of this Article VI, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly. F. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least [two-thirds] of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote generally in an election of directors. G. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. A. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL. B. Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, and shall not be called by any other person or persons. C. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. ARTICLE VIII No director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of the Restated Certificate inconsistent with this Article VIII, shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. ARTICLE IX The Corporation shall have the power to provide rights to indemnification and advancement of expenses to its current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE X Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the bylaws of the Corporation or this Restated Certificate (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article X, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X. This Article X is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions of this Article X shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. A. Notwithstanding anything contained in this Restated Certificate to the contrary, in addition to any vote required by applicable law, the following provisions in this Restated Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Part B of Article V, Article VI, Article VII, Article VIII, Article IX, Article X, and this Article XI. B. If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is no

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the The Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix provide by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences preferences, and relative, participating, optional or other rights, if any, of the shares of each such series, and the any qualifications, limitations or restrictions thereof, . Within the limitations or restrictions stated in any resolution or resolutions of any classes or the Board of Directors fixing the number of shares constituting a series of Preferred Stock, including without limitation authority to fix by resolution the Board of Directors may increase or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption decrease (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and but not below the number of shares constituting of any such class or series and of Preferred Stock then outstanding) by resolution the designation thereof, or number of shares of any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or such series of Preferred Stock, and . In the qualifications, limitations or restrictions thereof, if any, may differ from those event that the number of shares of any and all other classes or series at any time outstandingof Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the undesignated status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the in voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote, without the separate vote thereon, of the holders of the Preferred Stock as a class irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, number of shares of such series and such voting powers, preferences full or limited, or no voting powers, and such designations and relative participating, optional, preferential or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or series pursuant to a expressed in this Section B of Article FOURTH and/or in the resolution or resolutions providing for the issue of such issue duly series adopted by the Board of Directors of the Corporation (as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the “Board”) and Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the filing purposes of a certificate pursuant voting by classes unless expressly provided. Authority is hereby granted to the DGCL (a “Board of Directors from time to time to issue the Preferred Designation”)Stock in one or more series, authority to do so being hereby expressly vested and in connection with the Board. The Board is further authorizedcreation of any such series, subject to limitations prescribed by law, to fix by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, powerspreferences, preferences powers and rightsrelative participating, optional or other special rights and the qualifications, limitations limitations, or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class votes, all to the full extent now or series, and hereafter permitted by the number of shares constituting any such class or series and General Corporation Law. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below rank equally or be junior to the number Preferred Stock of shares thereof then outstanding) any other series to the extent permitted by the affirmative law. Except as provided in this Article FOURTH, no vote of the holders of a majority the Preferred Stock or Common Stock shall be prerequisite to the issuance of any shares of any series of Preferred Stock authorized by and complying with the conditions of the voting power Certificate of Incorporation, the right to enjoy such vote being expressly waived by all present and future holders of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders Corporation. The resolutions providing for issuance of any classes or series of Preferred StockStock may provide that such resolutions may be amended by subsequent resolutions adopted in the same manner as the preceding resolutions. Such resolutions shall be effective upon adoption, if such a vote is required pursuant to without the terms necessity of this Certificate any filing, with the State Secretary of Incorporation (including any Preferred Designation)Delaware or otherwise.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Any share of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. The Preferred Stock authorized hereby may be divided and issued from time to time in one series. Except as otherwise provided in the Corporation’s Charter, or more classes or series pursuant as may be provided in that certain Fifth Amended and Restated Stockholders Agreement by and among the Corporation and certain of the holders of the Corporation’s Series AA Preferred Stock and the holders of the Corporation’s Series CC Preferred Stock (as such may be amended from time to a resolution or resolutions providing for such issue duly adopted time, the “Stockholders Agreement”), and subject to limitations and requirements prescribed by law, the Board of Directors of the Corporation (the “Board”) and is expressly authorized, by a vote of at least a majority of the filing Board then in office or by a unanimous written consent of a certificate pursuant the Board then in office, to provide for the DGCL issuance of the Preferred Stock in one or more series, each with such designations, preferences, voting powers (a “Preferred Designation”or no voting powers), authority to do so being hereby expressly vested in the Board. The Board is further authorizedrelative, subject to limitations prescribed by lawparticipating, to fix by resolution option or resolutions the designations, powers, preferences other special rights and rights, privileges and the such qualifications, limitations or restrictions thereofthereof as shall be stated in the resolution or resolutions adopted by the Board to create such series. The authority of the Board with respect to each such series shall include, without limitation of the foregoing, the right to provide that the shares of each such series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes of capital stock, or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series of Preferred Stock; or (vi) entitled to such other preferences, including without limitation authority to fix by resolution or resolutions the dividend rightspowers, dividend rate, conversion rights, voting rightsqualifications, rights and terms privileges, all as the Board may deem advisable and as are not inconsistent with law and the provisions of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the Corporation’s Charter. The Board is also authorized to decrease the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number series, subsequent to the issuance of authorized shares of Preferred Stock may be increased or decreased (that series, but not below the number of shares thereof of such series then outstanding) by . In case the affirmative vote number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the holders resolution originally fixing the number of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation)series.

Preferred Stock. The Preferred Stock may be divided into and issued from time to time in one or more classes or series pursuant to a as may be fixed and determined by the Board of Directors. The relative rights and preferences of the Preferred Stock of each series shall be such as shall be stated in any resolution or resolutions providing for such issue duly adopted by the Board of Directors setting forth the designation of the Corporation (series and fixing and determining the “Board”) relative rights and the filing of a certificate pursuant to the DGCL preferences thereof (a “Preferred DesignationDirectors’ Resolution”), authority to do so being hereby expressly vested in the Board. The Board of Directors is further authorized, subject to limitations prescribed by law, hereby authorized to fix by resolution or resolutions and determine the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powersdesignations, preferences and relative, participating, optional and or other special rights, including, without limitation, voting powers, full or limited, preferential rights to receive dividends or assets upon liquidation, rights of each class conversion or exchange into Common Stock, Preferred Stock of any series or other securities, any right of the Corporation to exchange or convert shares into Common Stock, Preferred Stock of any series or other securities, or redemption provision or sinking fund provisions, as between series and as between the Preferred Stock or any series thereof and the Common Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any all as shall be stated in a Directors’ Resolution, and all other classes or series at any time outstanding. The number of authorized the shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in the Directors’ Resolution. Except where otherwise set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote like action of the holders Board of a majority of the voting power of all of the then-outstanding Directors. The shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders Preferred Stock of any classes or one series of Preferred Stockshall be identical with the other shares in the same series in all respects except as to the dates from and after which dividend thereon shall cumulate, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation)cumulative.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series of any number of shares, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the designations, preferences and relative, participating, optional or series pursuant to a other special rights, if any, and any qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such issue duly shares of Preferred Stock from time to time adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority so to do so being which is hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rightsincluding voting powers, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powersif any, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-then outstanding shares of the capital stock of the Corporation entitled to vote thereongenerally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCLvoting together as a single class, subject to obtaining without a separate vote of the holders of any classes or series of the Preferred Stock, if such or any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to the terms of this Certificate of Incorporation (including any designations for such Preferred Designation)Stock.

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or series pursuant to a expressed herein and in the resolution or resolutions providing for the issue of such issue duly series adopted by the Board of Directors of the Corporation (as hereinafter provided. Any shares of any series of Preferred Stock which may be redeemed, purchased or acquired by the “Board”) and Corporation may be reissued as shares of the filing same series or as shares of a certificate pursuant one or more other series of Preferred Stock except as otherwise provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided. Authority is hereby expressly granted to the DGCL (a “Board of Directors from time to time to issue the Preferred Designation”)Stock in one or more series, authority to do so being hereby expressly vested and in connection with the Board. The Board is further authorizedcreation of any such series, subject to limitations prescribed by law, to fix by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class resolutions, all to the full extent now or series, and hereafter permitted by the number of shares constituting any such class or series and Massachusetts Business Corporation Law. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below rank equally or be junior to the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders Preferred Stock of any classes or other series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation)extent permitted by law.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Amended and Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock may be issued from time to time Stock, in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any to fix for each such class or series such voting powers, full or limited, and the designation thereof, or any of the foregoing. The powerssuch designations, preferences and relative, participating, optional and or other special rights of each class or series of Preferred Stock, and the such qualifications, limitations or restrictions thereof, if any, may differ from those thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of any and all other classes Directors providing for the issue of such class or series at any time outstanding(a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereongenerally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCLvoting together as a single class, subject to obtaining without a separate vote of the holders of the Preferred Stock, or any classes or series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different classes or series of Preferred Stock, if such a vote is required pursuant Stock as to the terms powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several classes or series of Preferred Stock may, except as otherwise expressly provided in this Certificate Article FOURTH, vary in any and all respects as fixed and determined by the resolution or resolutions of Incorporation (including the Board of Directors, providing for the issuance of the various classes or series; provided, however, that all shares of any one class or series of Preferred Designation)Stock shall have the same powers, designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the fullest extent permitted by applicable law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to determine and fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any of such class or series and the designation thereofsuch voting powers, full or limited, or any of the foregoing. The no voting powers, and such designations, preferences and relative, participating, optional and or other special rights of each class or series of Preferred Stockrights, and the qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining unless a vote of the any such holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this any Certificate of Incorporation (including Designation filed with respect to any series of Preferred Designation)Stock.

Preferred Stock. (a) The Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the BoardBoard of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including including, without limitation limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights Board of each class or series of Preferred Stock, and Directors is further authorized to increase (but not above the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The total number of authorized shares of Preferred Stock may be increased the class) or decreased decrease (but not below the number of shares thereof of any such series then outstanding) by the affirmative vote number of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock any series of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCLPreferred Stock, subject to obtaining a vote the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Amended and Restated Certificate of Incorporation or the resolution of the holders Board of Directors originally fixing the number of shares of such series. Except as may be otherwise specified by the terms of any classes or series of Preferred Stock, if the number of shares of any series of Preferred Stock is so decreased, then the Company shall take all such a vote is required pursuant steps as are necessary to cause the shares constituting such decrease to resume the status which they had prior to the terms adoption of the resolution originally fixing the number of shares of such series. (b) Except as otherwise required by law or provided in this Amended and Restated Certificate of Incorporation, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred DesignationStock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

Preferred Stock. Subject to Article IV, Section 9, Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series pursuant adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class resolutions, all to the full extent now or series, and hereafter permitted by the number of shares constituting any such class or series and DGCL. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled rank equally or be junior to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or other series of Preferred Stock, if such a vote is required pursuant Stock to the terms of this Certificate of Incorporation (including any Preferred Designation)extent permitted by law.

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the The Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant or any authorized committee thereof is hereby expressly authorized, to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed fullest extent permitted by law, to fix provide from time to time, by resolution or resolutions thereof, out of the designationsunissued shares of Preferred Stock for one or more series of Preferred Stock, and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the powers (including voting powers), if any, of the shares of such series and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions thereofrestrictions, if any, of the shares of such series. Except as otherwise provided by any classes certificate of designations of any series of Preferred Stock then outstanding or by law, no holder of any series of Preferred Stock, including without limitation authority as such, shall be entitled to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, any voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation powers in respect thereof, or any of the foregoing. The designations, powers, preferences and relative, participating, optional optional, special and other special rights of each class or series of Preferred Stock, if any, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series of Preferred Stock at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-then outstanding shares of capital stock of the Corporation generally entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a without the separate vote of the holders of any classes or series of the Preferred Stock, if such Stock as a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation)class.

Preferred Stock. The Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Boardseries. The Board is further authorized, subject hereby expressly authorized to limitations prescribed by law, to fix by resolution provide for the issue of all or resolutions any of the designations, powers, preferences unissued and rights, and undesignated shares of the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution in one or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or more series, and to fix the number of shares constituting any of such class or series and the designation thereofto determine or alter for each such series, such voting powers, full or limited, or any of the foregoing. The no voting powers, preferences and such designation, preferences, and relative, participating, optional optional, or other rights and other special rights of each class or series of Preferred Stock, and the such qualifications, limitations limitations, or restrictions thereof, if any, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may differ from those of any and all other classes or series at any time outstandingbe permitted by the DGCL. The number of authorized shares of Preferred Stock, or any series thereof, and Class A Common Stock may be increased or decreased (but not below the number of shares thereof then outstandingoutstanding plus, if applicable, the number of shares of such class or series reserved for issuance) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective without a separate vote of the provisions holders of the Preferred Stock, or of any series thereof, or Class A Common Stock, respectively, irrespective of Section 242(b)(2) of the DGCL, subject to obtaining unless a vote of the holders of any classes or series of Preferred Stock, if such a vote holder is required pursuant to the terms of this Certificate Amended and Restated Certification of Incorporation (including any certificate of designation relating to any series of Preferred DesignationStock). For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Third A&R Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Third A&R Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Third Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Third Amended and Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a DGCL (or any successor provision thereto) and no vote of the holders of any classes class or series of the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Second Amended and Restated Certificate (including any certificate of designation relating to any series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes or series pursuant as may from time to a resolution or resolutions providing for such issue duly adopted time be determined by the Board of Directors Directors. Each series shall be distinctly designated. All shares of any one series of the Corporation (the “Board”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”)Stock shall be alike in every particular, authority to do so being hereby expressly vested in the Board. The Board is further authorizedexcept that there may be different dates from which dividends thereon, subject to limitations prescribed by lawif any, to fix by resolution or resolutions the designationsshall be cumulative, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoingif made cumulative. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stocksuch series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The Except as hereinafter provided, the Board of Directors is hereby expressly granted authority to fix, by resolution or resolutions adopted prior to the issuance of any shares of each particular series of Preferred Stock, the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, if any, of such series, including but without limiting the generality of the foregoing, the following: (i) the distinctive designation of, and the number of authorized shares of of, Preferred Stock which shall constitute the series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the affirmative vote Board of Directors; (ii) the rate and times at which, and the terms and conditions upon which, dividends, if any, on shares of the series shall be paid, the extent of preferences or relations, if any, of such dividends to the dividends payable on any other class or classes of stock of the Corporation, or on any series of Preferred Stock or of any other class or classes of stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative; (iii) the right, if any, of the holders of a majority shares of the voting power of all of series to convert the then-outstanding same into, or exchange the same for, shares of capital any other class or classes of stock of the Corporation entitled to vote thereonCorporation, irrespective or of any series of Preferred Stock or of any other class or classes of stock of the provisions Corporation, and the terms and conditions of Section 242(b)(2such conversion or exchange; (iv) whether shares of the DGCL, series shall be subject to obtaining redemption, and the redemption price or prices including, without limitation, a vote redemption price or prices payable in shares of the Common Stock and the time or times at which, and the terms and conditions upon which, shares of the series may be redeemed; (v) the rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up of the Corporation; (vi) the terms of the sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and (vii) the voting power, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing, include the right to more or less than one vote per share of any classes or all matters voted upon by the shareholders and the right to vote, as a series by itself or together with other series of Preferred StockStock as a class, if upon such matters, under such circumstances and upon such conditions as the Board of Directors may fix, including, without limitation, the right, voting as a vote is required pursuant series by itself or together with other series of Preferred Stock or together with all series of Preferred Stock as a class, to elect one or more directors of the terms Corporation in the event there shall have been a default in the payment of this Certificate dividends on any one or more series of Incorporation (including any Preferred Designation)Stock or under such other circumstances and upon such condition as the Board may determine.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes or series pursuant only as may be determined and authorized in accordance with the provisions of this Certificate of Incorporation. Subject to a resolution or resolutions providing for such issue duly adopted by the provisions of this Certificate of Incorporation, the Board of Directors of the Corporation (the “Board”) and the filing of a certificate pursuant is expressly authorized, to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed fullest extent permitted by law, to fix by resolution or resolutions and alter the powers, designations, powerspreferences, preferences and relative, optional, participating, and other rights, and the qualifications, limitations or limitations, and restrictions thereof, of granted to or imposed upon any classes or wholly unissued series of Preferred StockStock and, including without limitation authority to fix by unless otherwise provided in any resolution or resolutions of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms Board of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and Directors originally fixing the number of shares constituting any such class series, to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Authorized and the designation thereofunissued shares of any series of Preferred Stock may be issued with such designations, or any of the foregoing. The powers, preferences voting rights, preferences, and relative, participating, optional and other special rights of each class or series of Preferred Stockrights, if any, and the such qualifications, limitations or and restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock only as may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of authorized in accordance with the provisions of Section 242(b)(2) this Certificate of Incorporation prior to the DGCL, subject to obtaining a vote of the holders issuance of any classes or shares of such series of Preferred Stock, including, but not limited to: (i) the distinctive designation of each series and the number of shares that will constitute such series; (ii) the voting rights, if any, of shares of such series and whether the shares of any such series having voting rights shall have multiple votes per share; (iii) the dividends payable on the shares of such series, any restriction, limitation, or condition upon the payment of such dividends, whether dividends shall be cumulative, and the dates on which dividends are payable; (iv) the prices at which, and the terms and conditions on which, the shares of such series may be redeemed, if such a vote is required pursuant to shares are redeemable; (v) the purchase or sinking fund provisions, if any, for the purchase or redemption of shares of such series; (vi) any preferential amount payable upon shares of such series in the event of the liquidation, dissolution, or winding-up of the Corporation, or any distribution of its assets; and (vii) the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of this Certificate such series are convertible or exchangeable, if such shares are convertible or exchangeable. Any and all shares of Incorporation (including Preferred Stock issued and for which full consideration has been paid or delivered shall be deemed fully paid and non-assessable shares, and the holder thereof shall not be liable for any Preferred Designation)further payment thereon.

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the The Board of Directors of the Corporation (the “BoardBoard of Directors”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being is hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions resolutions, to provide, out of the designationsunissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval (except as may be required by Article XIII or any certificate of designation relating to any series of Preferred Stock), the designation (the “Preferred Stock Designation”) of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of any classes or such series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, Stock and the number of shares constituting any of such class or series and series, which number the Board of Directors may, except where otherwise provided in the designation thereofof such series, increase (but not above the total number of shares of Preferred Stock then authorized and available for issuance and not committed for other issuance) or any decrease (but not below the number of shares of such series then outstanding); provided that, the Board of Directors may neither issue shares of Preferred Stock to KKR or an Affiliate of KKR, amend the terms of the foregoingSeries I Preferred Stock, nor fix the designation of any new series of Preferred Stock issued to KKR or an Affiliate of KKR during the Protected Period without the approval of a majority of the Independent Directors. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stockof, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. (a) The shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes series thereof, the shares of each series to have such voting powers, full or series pursuant to a limited, or no voting powers, and such designations, powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations, or restrictions thereof, as are stated and expressed herein or in the resolution or resolutions providing for the issue of such issue duly series adopted by the Board of Directors of the Corporation as hereinafter provided. (the “Board”b) and the filing of a certificate pursuant Authority is hereby expressly granted to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorizedof Directors, subject to the provisions of this Article IV and to the limitations prescribed by lawthe DGCL, to provide for and designate, out of the unissued shares of Preferred Stock that have not been designated as to series, one or more series of Preferred Stock and, with respect to each such series, to fix by resolution or resolutions providing for the issue of each series the powers (including voting powers, full or limited, if any) of the shares of such series and the designations, powerspreferences, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional optional, or other special rights, and qualifications, limitations, or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following: (i) the maximum number of shares to constitute such series (which may subsequently be increased or decreased by resolutions of the Board of Directors unless otherwise provided in the resolution providing for the issue of such series), the distinctive designation thereof, and the stated value thereof if different than the par value thereof; (ii) the dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the relation that such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the Corporation, and whether such dividends shall be cumulative or noncumulative; (iii) whether the shares of such series shall be subject to redemption, in whole or in part, and if made subject to such redemption, the times, prices, and other special terms and conditions of such redemption, including whether or not such redemption may occur at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event; (iv) the terms and amount of any sinking fund established for the purchase or redemption of the shares of such series; (v) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of stock of the Corporation or any other series of any class of stock of the Corporation, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange; (vi) the extent, if any, to which the holders of shares of such series shall be entitled to vote with respect to the election of directors or on any other matter, including, without limitation, the extent to which holders of shares of such series shall be entitled to more or less than one vote per share and the extent to which holders of shares of such series shall be entitled to vote for the election of one or more directors who shall serve for such term (which may be greater or less than the terms of any other directors or class of directors) and have such voting powers (which may be greater or less than the voting powers of any other directors or class of directors) as shall be provided in the resolution or resolutions providing for the issue of such series; (vii) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; (viii) the rights of each the holders of the shares of such series upon the dissolution of, or upon the subsequent distribution of assets of, the Corporation; and (ix) the manner in which any facts ascertainable outside the resolution or resolutions providing for the issue of such series shall operate upon the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions of such series. (c) Any shares of any class or series of Preferred StockStock purchased, and the qualificationsexchanged, limitations converted, or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) otherwise acquired by the affirmative vote of Corporation, in any manner whatsoever, shall be retired and cancelled promptly after the holders of a majority of the voting power of all of the then-outstanding acquisition thereof. All such shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series shall upon their cancellation become authorized but unissued shares of Preferred Stock, if such a vote is required pursuant without designation as to series, and may be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board of Directors, subject to the terms of this conditions and restrictions on issuance set forth in the Certificate of Incorporation (including any Preferred Designation)or in such resolution or resolutions.

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or series pursuant to a expressed herein and in the resolution or resolutions providing for the issuance of such issue duly series adopted by the Board of Directors of the Corporation (as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the “Board”) and Corporation may be reissued except as otherwise provided by law or this Restated Certificate of Incorporation. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the filing purposes of a certificate pursuant voting by classes unless expressly provided. Authority is hereby expressly granted to the DGCL (a “Board of Directors from time to time to issue the Preferred Designation”)Stock in one or more series, authority to do so being hereby expressly vested and in connection with the Board. The Board is further authorizedcreation of any such series, subject to limitations prescribed by law, to fix by resolution or resolutions providing for the issue of the shares thereof, to determine and fix the number of shares thereof, such voting powers, full or limited, or no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class resolutions, all to the fullest extent now or series, and hereafter permitted by the number of shares constituting any such class or series and General Corporation Law. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below rank equally or be junior to the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders Preferred Stock of any classes or other series of Preferred Stock, if such a vote is required pursuant to the terms of extent permitted by law and this Restated Certificate of Incorporation (including any Preferred Designation)Incorporation.

Preferred Stock. 1. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. 2. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased decrease (but not below the number of shares thereof of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the affirmative vote DGCL. Without limiting the generality of the holders foregoing, the resolution or resolutions providing for the creation and issuance of a majority any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the voting power extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonDesignation). Except as otherwise required by law, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred StockStock shall be entitled only to such voting rights, if such a vote is required pursuant to the terms of any, as shall expressly be granted thereto by this Second Amended and Restated Certificate of Incorporation (including any Preferred Certificate of Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred "Certificate of Designation”"), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of any and all other classes or series at any time outstandingDesignation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonvote, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased decrease (but not below the number of shares thereof of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the affirmative vote DGCL. Without limiting the generality of the holders of a majority of foregoing, the voting power of all of resolution or resolutions providing for the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders creation and issuance of any classes or series of Preferred Stock, if Stock may provide that such a vote is required pursuant series shall be superior or rank equally or be junior to any other series of Preferred Stock to the terms of extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation).

Preferred Stock. Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the The Board of Directors of the Corporation (the “BoardBoard of Directors”) and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), is expressly granted authority to do so being hereby expressly vested issue shares of the Preferred Stock, in the Board. The Board is further authorizedone or more series, subject to limitations prescribed by law, and to fix by resolution for each such series such voting powers, full or resolutions the limited, or no voting powers, and such designations, powers, preferences and rightsrelative participating, optional or other special rights and the such qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of any classes series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. Subject to the voting or consent rights, if any, of the holders of any outstanding shares of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or series, and the number of shares constituting any such class or series and the designation thereof, or any of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of doubt and notwithstanding anything herein to the contrary, subject to obtaining a vote the voting or consent rights, if any, of the holders of any classes or series outstanding shares of Preferred Stock, if such a vote is required pursuant the elimination and reduction of the voting requirements of Section 242 of the DGCL, as permitted by Section 242(d) of the DGCL, shall apply to amendments to the terms of this Amended and Restated Certificate of Incorporation (including any Preferred Designationas defined below).

Preferred Stock. 1 of the authorized shares of Preferred Stock is hereby designated as the “Special Voting Share” (the “Special Voting Share”). The remaining shares of Preferred Stock may be issued from time to time in one or more classes or series pursuant to a resolution or resolutions providing for such issue duly adopted by the series. The Board of Directors is expressly granted authority to issue any or all of the Corporation (the “Board”) remaining unissued and the filing of a certificate pursuant to the DGCL (a “Preferred Designation”), authority to do so being hereby expressly vested in the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any classes or series undesignated shares of Preferred Stock, including without limitation authority to fix by resolution in one or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such class or more series, and the number of shares constituting any to fix for each such class series such voting powers, full or series limited, and the designation thereof, or any of the foregoing. The powerssuch designations, preferences and relative, participating, optional and or other special rights of each class or series of Preferred Stock, and the such qualifications, limitations or restrictions thereof, if any, thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may differ from those of any and all other classes or series at any time outstandingbe permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-then outstanding shares of the capital stock of the Corporation entitled to vote thereongenerally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCLvoting together as a single class, subject to obtaining without a separate vote of the holders of any classes or series of the Preferred Stock, if such or any series thereof, unless a vote of any such holders is required to take such action pursuant to the terms of this Certificate of Incorporation (including any Preferred Stock Designation). In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Preferred Stock. Subject to Article IV, Part A, Section 9, Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series pursuant adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Subject to Article IV, Part A, Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, privileges and liquidation preferences of any preferences, as shall be stated and expressed in such class resolutions, all to the full extent now or series, and hereafter permitted by the number of shares constituting any such class or series and DGCL. Without limiting the designation thereof, or any generality of the foregoing. The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those resolutions providing for issuance of any and all other classes or series at any time outstanding. The number of authorized shares of Preferred Stock may provide that such series shall be increased superior or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled rank equally or be junior to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or other series of Preferred Stock, if such a vote is required pursuant Stock to the terms of this Certificate of Incorporation (including any Preferred Designation)extent permitted by law.

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more classes series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series pursuant adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for such issue duly adopted by the Board of Directors issuance of the Corporation (the “Board”) shares thereof and the by filing of a certificate pursuant to of designation relating thereto in accordance with the DGCL (a “Preferred Certificate of Designation”), authority to do so being hereby expressly vested in determine and fix the Board. The Board is further authorizednumber of shares of such series and such voting powers, subject to limitations prescribed by lawfull or limited, to fix by resolution or resolutions the no voting powers, and such designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of any classes or series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the thereof, dividend rights, dividend rate, conversion rights, voting rights, rights redemption privileges and terms of redemption (including sinking fund provisions), redemption price or pricesliquidation preferences, and liquidation preferences of any such class to increase or series, and decrease (but not below the number of shares constituting of such series then outstanding) the number of shares of any series as shall be stated and expressed in such class resolutions, all to the fullest extent now or series and hereafter permitted by the designation thereof, or any DGCL. Without limiting the generality of the foregoing. The powers, preferences the resolution or resolutions providing for the creation and relative, participating, optional and other special rights issuance of each class or any series of Preferred StockStock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, and the qualifications, limitations or restrictions thereofholders of any series of Preferred Stock shall be entitled only to such voting rights, if any, may differ from those as shall expressly be granted thereto by this Certificate of Incorporation (including any and all other classes or series at any time outstandingCertificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative with a separate class vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereonPreferred Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, subject to obtaining a vote of the holders of any classes or series of Preferred Stock, if such a vote is required pursuant to the terms of this Certificate of Incorporation (including any Preferred Designation).