Common use of Voting Rights Clause in Contracts

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating RP Preferred Stock shall have the following voting rights: (A) Each 3.1 Except as provided in Section 3.3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating RP Preferred Stock shall entitle the holder thereof to a number of 1,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) 3.2 Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of shares of Series A Junior Participating RP Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock shall vote together as set forth herein) for taking any corporate actionone class on all matters submitted to a vote of stockholders of the Corporation. (C) 3.3 The following additional provisions shall apply with respect to the voting of shares of Series RP Preferred Stock: 3.3.1 If, at on the time date used to determine stockholders of record for any annual meeting of stockholders for the election of directors, the equivalent of six quarterly a default in preference dividends (whether or not consecutiveas defined in Section 3.3.5 below) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating RP Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating RP Preferred Stock shall have the right, voting as a class as described in Section 3.3.2 below, to elect two directors (in addition to the directors elected by holders of Common Stock of the Corporation). Such right may be exercised (a) at any meeting of stockholders for the election of directors or (b) at a meeting of the holders of shares of Voting Preferred Stock (as hereinafter defined), called for the purpose in accordance with the Bylaws of the Corporation, until all such cumulative dividends (referred to above) shall have been paid in full or until non-cumulative dividends have been paid regularly for at least one year. 3.3.2 The right of the holders of Series RP Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series RP Preferred Stock and any additional series of Preferred Stock that the Corporation may issue and that may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." 3.3.3 Each director elected by the holders of shares of Voting Preferred Stock shall be divested referred to herein as a "Preferred Director." A Preferred Director shall continue to serve as such for a term of the foregoing special voting rightsone year, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the except that upon any termination of the foregoing special voting rightsright of all holders of Voting Preferred Stock to vote as a class for Preferred Directors, the terms term of office of all persons who Preferred Directors then serving shall terminate. Any Preferred Director may have been elected directors pursuant to said special voting rights shall forthwith terminatebe removed by, and shall not be removed except by, the number vote of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of record of a majority of the Series A Junior Participating outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in this Section 3person or by proxy) and voting together as a single class (a) at a meeting of the stockholders, or (b) at a meeting of the holders of shares of such Voting Preferred Stock, called for the purpose in accordance with the Bylaws of the Corporation.

Voting Rights. The With respect to each matter or proposal on which the Subject Corporation solicits the vote, consent, or waiver of registered holders of shares of Series A Junior Participating Preferred Stock the Underlying Shares (each, an “Underlying Share Proposal”): (a) The Trust Administrator shall have distribute or make available to the following voting rightsRegistered Owners, or notify the Registered Owners as to where they can access, the following: (A1) Each share promptly following receipt from the Custodian, any proxy statement or other proxy materials (collectively the “Underlying Share Proxy Materials”) that the Trust received from the Subject Corporation with respect to such Underlying Share Proposal; (2) the Record Date to determine which Registered Owners have the right to vote their Trust Certificates with respect to each such Underlying Share Proposal Direction (as defined below); (3) information on how each Registered Owner as of Series A Junior Participating Preferred Stock such Record Date will be entitled, subject to any applicable provision of law and any applicable terms of such Underlying Shares, to vote, or to give a consent or waiver, if any, with respect to, its Trust Certificates for proposals that mirror the Underlying Share Proposals in order to provide an Underlying Share Proposal Direction for each Underlying Share Proposal; (4) within three (3) Business Days after the Record Date, the information regarding the fraction of a vote to be allocated to each Trust Certificate, calculated as set forth under Section 1 above, with respect to each such Underlying Share Proposal Direction; (5) a proxy card, electronic voting form, or other voting instructions for the Registered Owners to vote their Trust Certificates with respect to each such Underlying Share Proposal Direction; (6) any deadline by which Registered Owners must submit their votes to the Trust Administrator in order for such votes to be counted with respect to each such Underlying Share Proposal Direction; and (7) such other information that the Trust Administrator determines is necessary, desirable, or advisable. (b) For each Underlying Share Proposal, the Trust Administrator (or its delegee) will tabulate the aggregate votes that Registered Owners have timely, validly, and properly submitted for the Trust Certificates as follows: (1) The Trust Administrator will determine how many Underlying Share Proposal Directions were timely, validly, and properly received from the Trust Certificates with respect to such Underlying Share Proposal in total and for each Proposal Choice. (2) For each Proposal Choice, each such Underlying Share Proposal Direction shall entitle be multiplied by the holder thereof Fractional Vote Share for the Trust Certificate type providing that Underlying Share Proposal Direction to arrive at a vote total (a “Vote Total”), by Trust Certificate type, for that Proposal Choice. The fractional component of any Vote Total shall be rounded down to the nearest whole number. (c) The Trust Administrator will then vote the total number of votes equal to Underlying Shares held by the Adjustment Number Trust for each Underlying Share Proposal based on all matters submitted to a the aggregate vote of the stockholders Trust Certificates for the corresponding Proposal Choice by multiplying the Aggregate Voting Proportion of each Proposal Choice for each Underlying Share Proposal by the total number of Underlying Shares owned by the Trust as of the CorporationRecord Date, with fractional components rounded down to the nearest whole number. (Bd) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special The same voting rights and their consent shall not be required (except standards that apply to the extent they are entitled Underlying Shares with respect to each Underlying Share Proposal as described in the Underlying Share Proxy Materials (including as it relates to the vote required to approve the Underlying Share Proposal and the effect of abstentions, votes withheld, and broker non-votes) will be applied to the Trust Certificates with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at respect to the time of any annual meeting of stockholders for corresponding Underlying Share Proposal Direction in determining the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors outcome of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Underlying Share Proposal Direction.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (A) Each Subject to the provision for adjustment set forth in Section 7 hereof, each share of Series A Junior Participating Preferred Stock Shares shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required otherwise provided herein, in the charter of the Corporation (the "Charter") or bylaws, the holders of shares of Series A Shares and the holders of shares of Common Shares shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at the time of any annual meeting of stockholders for the election of Directors a default in preferred dividends (as hereinafter defined) shall exist, the holders of shares of Preferred Shares voting separately as a class without regard to series (with each share of Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to stockholders generally, or, if it is not entitled to vote with respect to such matters, to one vote), shall have the right to elect two members of the Directors of the Corporation. The holders of Common Shares shall not be entitled to vote in the election of the two Directors so to be elected by lawthe holders of shares of Preferred Shares. Any Director elected by the holders of shares of Preferred Shares, voting as a class as aforesaid, shall continue to serve as such Director for the full term for which he shall have been elected notwithstanding that prior to the end of such term a default in preferred dividends shall cease to exist. If, prior to the end of the term of any Director elected by the holders of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office of such Director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Charter, provided that, if the Charter provides that such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of Preferred Shares, voting as a class as aforesaid, unless in any such case, no default in preferred dividends shall exist at the time of such election. (ii) For the purposes of paragraph (C)(i) of this Section 3(C3, a default in preferred dividends shall be deemed to have occurred whenever the amount of dividends in arrears upon any series of Preferred Shares shall be equivalent to six full quarterly dividends or more and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until all accrued dividends on all shares of Preferred Shares then outstanding shall have been paid to the end of the last preceding quarterly dividend period. Nothing herein contained shall be deemed to prevent an amendment of the Charter or the bylaws, in the manner therein provided, which shall increase the number of Directors so as to provide as additional places on the Board of Directors either or both the director positions to be filled by the two Directors so to be elected by the holders of the Preferred Shares or to prevent any other change in the number of directors of the Corporation. (D) and by Section 10 hereofExcept as set forth herein, holders of Series A Junior Participating Preferred Stock Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock Shares as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, neither the Series A Junior Participating Preferred Stock Units nor the Series B Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by twoas needed to accommodate such change. In addition Such right of such Series A Holders to voting together with elect a member of the holders Board of Common Stock Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the election of other directors of the Corporationpayment of, the holders of record of the all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by twoincreased as needed to accommodate such change. The voting rights granted by Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units and Series B Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units or Series B Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders or Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders or Series B Holders shall be entitled to one vote per Series A Preferred Unit or Series B Preferred Unit, as applicable. Any Series A Preferred Units or Series B Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Series A Junior Participating Preferred Stock shall have Common Stock. Upon settlement of the following Purchase Contracts, the Holder will be entitled to all of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote and receive dividends and other payments and to consent and receive notice as a shareholder in respect of the meetings of shareholders and for the election of directors of the Company and for all other matters, and all other rights whatsoever as a shareholder of the Company. Under the terms of the Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal and any other consensual rights pertaining to the Adjustment Number on all matters submitted to a vote Pledged Senior Notes upon behalf of and upon receipt of instructions from the stockholders beneficial owners of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, such Pledged Senior Notes. Upon receipt of notice of any meeting at which holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Senior Notes are entitled to vote with or upon the solicitation of consents, waivers or proxies of holders of Common Stock Senior Notes, the Purchase Contract Agent shall, as set forth herein) for taking any corporate action.soon as practicable thereafter, mail to the Corporate PIES Holders a notice: (C1) Ifcontaining such information as is contained in the notice or solicitation; (2) stating that each Corporate PIES Holder on the record date set by the Purchase Contract Agent therefor (which, at to the time of any annual meeting of stockholders for the election of directorsextent possible, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the same date as the record date for determining the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class Senior Notes entitled to the exclusion of the holders of Common Stock, vote) shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on to instruct the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, Purchase Contract Agent as to vote for the election of two directors exercise of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant voting rights pertaining to the provisions Senior Notes constituting a part of this Section 3(Csuch Holder's Corporate PIES; and (3) stating the manner in which such instructions may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividendsgiven. Upon the termination written request of the foregoing special voting rightsCorporate PIES Holders on such record date, the terms Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum aggregate principal amount of office Senior Notes as to which any particular voting instructions are received. In the absence of all persons who may have been elected directors pursuant to said special specific instructions from the Holder of a Corporate PIES, the Purchase Contract Agent shall abstain from voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced Senior Notes evidenced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3such Corporate PIES.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Units shall have no voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) IfParity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by twoas needed to accommodate such change. In addition Such right of such Series A Holders to voting together with elect a member of the holders Board of Common Stock Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the election of other directors of the Corporationpayment of, the holders of record of the all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors pursuant by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and, if applicable, any other Parity Securities shall be entitled to said special voting rights shall forthwith terminate, and the number of directors constituting one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preferred Unit. Any Series A Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by paragraph (C) of this Section 3(C) 3 and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series A Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes] [Eligible Investments] are entitled to vote under the [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities][Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities][Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes] [Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice as provided under Section 8.04. The [Grantor][Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities][Subordinated Notes] [Eligible Investments], (ii) a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event direction. If the Trustee does not receive specific instructions from any Holder, the Trustee shall abstain from voting the corresponding portion of each and every subsequent like default such Holder’s Trust Preferred Securities. The [Grantor][Guarantor] hereby agrees to take, or cause to be taken, all reasonable action that may be deemed necessary by the Trustee in payments order to enable the Trustee to vote such [Company Preferred Securities][Subordinated Notes] [Eligible Investments] or cause such [Company Preferred Securities][Subordinated Notes] [Eligible Investments] to be voted. The Holders of dividends. Upon the termination a Majority in liquidation amount of the foregoing special voting rightsoutstanding Trust Preferred Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, as holder of the [Company Preferred Securities][Subordinated Notes] [Eligible Investments], under the [Subordinated Guarantee][or the Company Securities Agreement][Subordinated Notes][Eligible Investments] or as Trustee under this Trust Agreement; provided that (i) such direction shall not be in conflict with any rule of law or with this Trust Agreement, the terms of office of all persons who [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], (ii) the Trustee may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to take any other voting rights granted action deemed proper by the Trustee which is not inconsistent with such direction and (iii) subject to the holders provisions of Section 6.02, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by an officer or officers of the Series A Junior Participating Preferred Stock Trustee, determine that the proceeding so directed would involve the Trustee in this Section 3personal liability.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock B Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 17.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Corporation Outstanding Series B Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with accommodate such change; provided, however, that such right of the holders of Common Stock for Series B Holders shall not apply to the election of other directors another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Corporation, Board of Directors and (ii) such director continues then to serve on the holders Board of record Directors. Such right of such Series B Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (B Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoB Preference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series B Distributions as described above in payments of dividendsthis Section 17.5(b). Upon the any termination of the foregoing special voting rightsright of the Series B Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series B Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series B Holders pursuant to said special voting rights this Section 17.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series B Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock B Preference Units. (i) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series B Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 317.5 in which the Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series B Holders shall be entitled to one vote per Series B Preference Unit. Any Series B Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. A. The holders of shares of Series A Junior Participating B Preferred Stock shall have no voting rights except as set forth below or as otherwise from time to time required by law. B. Through the following Approval Date, shares of Series B Preferred Stock shall have no voting rights: (A) Each . After the Approval Date, so long as any shares of the Series B Preferred Stock are outstanding, each share of Series A Junior Participating B Preferred Stock shall entitle the holder thereof to vote on all matters voted on by holders of Common Stock, and the shares of Series B Preferred Stock shall vote together with shares of Common Stock (and any shares of Series A Preferred Stock entitled to vote) as a single class. With respect to any such vote, each share of Series B Preferred Stock shall entitle its holder to a number of votes equal to the Adjustment Number on all matters submitted to a vote number of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders shares of Common Stock as set forth herein) for taking any corporate action. (C) If, into which such share of Series B Preferred Stock is convertible at the time of the record date with respect to such vote (assuming all conditions precedent to such conversion have been satisfied and that such conversion had occurred as of the record date for such vote). C. If on any annual meeting of stockholders for date after the election of directors, the equivalent of six quarterly Approval Date (i) dividends (whether or not consecutive) payable on any share the Series A Preferred Stock or Series B Preferred Stock shall not have been paid in full when required pursuant to the terms hereof or (ii) the Corporation shall have failed to satisfy its obligation to redeem shares of Series A Junior Participating Preferred Stock are in defaultor Series B Preferred Stock pursuant to the terms of the relevant Certificate of Designations (provided, that for the purpose of this Section C, any obligation of the Corporation to repurchase shares of Series B Preferred Stock pursuant to Section G of Article V of this Certificate of Designations shall not be considered an obligation to redeem such shares), then the number of directors constituting the Board of Directors of the Corporation shall shall, without further action, be increased by two. In addition , or if the requisite increase in the number of directors constituting the Board of Directors would require the approval of the Corporation's stockholders or is prohibited by the Investment Agreement, then the number of directors constituting the Board of Directors shall be increased to voting together with the extent the approval of the Corporation's stockholders is not required and the Investment Agreement would not be breached and a number of directors (other than Investor Nominees) shall resign from the Board of Directors so that the holders of Common Stock for the election shares of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock and Series B Preferred Stock, voting separately together as a single class without regard to series, may elect two directors to the exclusion Board of Directors, and the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class without regard to series, shall have, in addition to the other voting rights set forth herein, the exclusive right to elect two directors (the "Additional Directors") of the Corporation to fill such newly-created or vacated directorships. Additional Directors shall continue as directors and such additional voting right shall continue until such time as (a) all dividends accumulated on the Series A Preferred Stock and Series B Preferred Stock shall have been paid in full as required pursuant to the terms hereof or (b) any redemption obligation with respect to the Series A Preferred Stock or Series B Preferred Stock that has become due shall have been satisfied or all necessary funds shall have been set aside for payment, as the case may be, at which time such Additional Directors shall cease to be directors and such additional voting right of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rights, terminate subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination event of the foregoing special voting rightscharacter indicated above. D. After the Approval Date, so long as members of the terms Investor Group Beneficially Own a majority of office the outstanding shares of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminateSeries A Preferred Stock and Series B Preferred Stock, if any default or event of default has occurred and is continuing under any contract, agreement, indenture, mortgage, note, lease or other instrument evidencing Indebtedness of the Corporation or any of its Subsidiaries (other than inter-company Indebtedness between the Corporation and any of its Subsidiaries or between Subsidiaries of the Corporation) the outstanding principal amount of which is in excess of $10,000,000, and as a result of such default, event of default or event the holders thereof have accelerated or have the right to accelerate the maturity thereof, and such default or event of default is not cured or waived within 75 days of the occurrence thereof, then the number of directors constituting the Board of Directors shall, upon the request of members of the Investor Group who Beneficially Own a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock then Beneficially Owned by members of the Investor Group delivered to the Corporation in writing, be increased by that number that is necessary to enable the Investor Group to designate a majority of the members of the Board of Directors (including the Investor Nominees), or if such requisite increase in the number of directors constituting the Board of Directors would require the approval of the Corporation's stockholders or is prohibited by the Investment Agreement, then the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Cincreased to the extent the approval of the Corporation's stockholders is not required and the Investment Agreement would not be breached and a number of directors (other than Investor Nominees) shall be resign from the Board of Directors so as to enable the Investor Group to designate a majority of the Board of Directors (including the Investor Nominees), and the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock then held by the Investor Group, voting together as a single class without regard to series, shall have, in addition to any the other voting rights granted set forth herein, the exclusive right, voting separately as a class, to elect that number of directors (the holders "Majority Directors") of the Corporation necessary to fill such newly-created or vacated directorships. Majority Directors shall continue as directors and such additional voting right shall continue until such time as such default, event of default or event is cured, at which time such Majority Directors shall cease to be directors and such additional voting right of the Series A Junior Participating Preferred Stock and Series B Preferred Stock shall terminate subject to revesting in this Section 3the event of each and every subsequent event of the character indicated above.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle Trustee, as the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockSpecial Voting Share, shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Trilogy Parent at a Trilogy Parent Meeting and the right to consent in connection with a Trilogy Parent Consent; provided, that neither the Trustee nor any representative of the Trustee shall be required to attend any Trilogy Parent Meeting in person in order to exercise the Trustee’s voting rights hereunder. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 6.15: (a) the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Trilogy Parent Meeting is held or a Trilogy Parent Consent is sought; (b) to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; (c) without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Trilogy Class C Units outstanding at the relevant time; and (d) notwithstanding Sections 4.1(a), 4.1(b) and 4.1(c), in the event that under applicable law any matter requires the approval of the holder of record of the Special Voting Share, voting separately as a class (but for greater certainty, excluding any matter upon which only the Trilogy Parent Shares are entitled to vote as a separate class under applicable law), the exclusion Trustee shall, in respect of such vote, exercise all Voting Rights: (i) in favour of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on relevant matter where the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors result of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares Trilogy Parent Shares and the Special Voting Share, voting together if they were as a single class on such matter (a “Combined Vote”), would be the approval of Series A Junior Participating Preferred Stock at such matter; and (ii) against the time relevant matter where the result of the Combined Vote would be against the relevant matter; provided that, in the event of a vote on a proposal to amend the articles of Trilogy Parent or to take any other action that would: (x) effect an exchange, reclassification, cancellation or other modification which could adversely affect the Special Voting Share or the rights thereunder or (y) add, change, amend, modify or remove in any respect the rights, privileges, restrictions or conditions attached to the Special Voting Share (any of the foregoing actions described in clauses (x) or (y), a “Class Vote Proposal”), in each case, then the Special Voting Share shall be entitled to cast vote separately as a class and the Trustee shall exercise all Voting Rights for or against the Class Vote Proposal based on whether a majority of the Beneficiary Votes on which it has received instructions to cast votes entitled to be cast is for the election of any or against such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Class Vote Proposal.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in Arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series A Holders holding a majority of the Corporation Outstanding Series A Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears Arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoPreference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series A Holders pursuant to said special voting rights this Section 16.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series A Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series A Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preference Unit. Any Series A Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Preferred Shares shall be in arrears for two successive Dividend Payment Dates and such dividends shall not have been paid by the 60th day after the second Dividend Payment Date, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the such Series A Junior Participating Preferred StockShares to elect the two directors hereinabove provided for, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rightsrights of the holders of Series A Preferred Shares, the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number Certificate of directors constituting Incorporation of the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes][Eligible Investments] are entitled to vote under the [Company Securities Agreement][Subordinated Notes][Eligible Investments] [Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes][Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice. The [Grantor][Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities] [Subordinated Notes] [Eligible Investments], a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event of each and every subsequent like default in payments of dividendsdirections. Upon If the termination of the foregoing special voting rightsTrustee does not receive specific instructions from any Holder, the terms Trustee shall abstain from voting the corresponding portion of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating such Holder’s Trust Preferred Stock in this Section 3Securities.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units or the Series E Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) 16.5(b). In the event that six quarterly Series E Distributions, whether consecutive or not, are in arrears, the Series E Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, at a meeting of the General Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series E Holders holding a majority of the Outstanding Series E Preferred Units, to elect one member of the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be in addition increased as needed to any other accommodate such change; provided, however, that such right of the Series E Holders shall not apply to the election of another director if (i) Series E Holders and holders of Parity Securities upon which like voting rights granted have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series E Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series E Distributions accumulated and in arrears on the Series E Preferred Units, at which time such right shall terminate, subject to the holders revesting of such right in the event of each and every subsequent failure to pay six quarterly Series E Distributions as described above in this Section 16.5(b). Upon any termination of the right of the Series A Junior Participating Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders, Series E Holders and holders of any other Parity Securities voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series E Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series E Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units and Series E Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units or Series E Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders or Series E Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders or Series E Holders shall be entitled to one vote per Series A Preferred Unit, Series B Preferred Unit or Series E Preferred Unit, as applicable. Any Series A Preferred Units, Series B Preferred Units or Series E Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock B Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 17.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series B Distributions, whether consecutive or not, are in Arrears, the Series B Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock called for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only such purpose within 30 days after receipt by the affirmative vote General Partner of the holders of the shares of a request by Series A Junior Participating Preferred Stock at the time entitled to cast B Holders holding a majority of the votes entitled Outstanding Series B Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be cast for increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of any another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Board of Directors and (ii) such director at a special meeting continues then to serve on the Board of Directors. Such right of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease Series B Holders to exist, the holders elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock B Distributions accumulated and in Arrears on the Series B Preference Units, at which time such right shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series B Distributions as described above in payments of dividendsthis Section 17.5(b). Upon the any termination of the foregoing special voting rightsright of the Series B Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series B Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series B Holders pursuant to said special voting rights this Section 17.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series B Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock B Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series B Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 317.5 in which the Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series B Holders shall be entitled to one vote per Series B Preference Unit. Any Series B Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes][Eligible Investments] are entitled to vote under the [Company Securities Agreement][Subordinated Notes][Eligible Investments] [Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities][Subordinated Notes][Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes][Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice. The [Grantor][Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities][Subordinated Notes][Eligible Investments], (ii) a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event of each and every subsequent like default in payments of dividendsdirections. Upon If the termination of the foregoing special voting rightsTrustee does not receive specific instructions from any Holder, the terms Trustee shall abstain from voting the corresponding portion of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating such Holder’s Trust Preferred Stock in this Section 3Securities.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each Except as provided in paragraph (c) of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of 1,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bb) Except as required otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If, on the date used to determine stockholders of record for any meeting of stockholders for the election of directors, a default in preference dividends (as defined in subparagraph (v) below) on the Series A Preferred Stock shall exist, the holders of the Series A Preferred Stock shall have the right, voting as a class as described in subparagraph (ii) below, to elect two directors, and the holders of shares of Common Stock shall have the right to elect the remaining directors. Such right may be exercised at any meeting of stockholders for the election of directors until all such cumulative dividends (referred to above) shall have been paid in full or until noncumulative dividends have been paid regularly for at least one year. (ii) The right of the holders of Series A Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series A Preferred Stock and any additional series of Preferred Stock which the Corporation may issue and which may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." (iii) Each director elected by Section 3(Cthe holders of shares of Voting Preferred Stock shall be referred to herein as a "Preferred Director." A Preferred Director so elected shall continue to serve as such director for a term of one year, except that upon any termination of the right of all of such holders to vote as a class for Preferred Directors, the term of office of such directors shall terminate. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class (a) at a meeting of the stockholders, or (b) at a meeting of the holders of shares of such Voting Preferred Stock, called for the purpose in accordance with the Bylaws of the Corporation, or (c) by Section 10 written consent signed by the holders of a majority of the then outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, taken together as a single class. (iv) So long as a default in any preference dividends on the Series A Preferred Stock shall exist or the holders of any other series of Voting Preferred Stock shall be entitled to elect Preferred Directors, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class, at such time as the removal shall be effected. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever (x) no default in preference dividends on the Series A Preferred Stock shall exist and (y) the holders of any other Series of Voting Preferred Stock shall no longer be entitled to elect such Preferred Directors, then the number of directors of the Corporation shall be reduced by two. (v) For purposes hereof, a "default in preference dividends" on the Series A Preferred Stock shall be deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Series A Preferred Stock shall be equivalent to six full quarterly dividends or more (whether or not consecutive), and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all cumulative dividends on all shares of the Series A Preferred Stock then outstanding shall have been paid through the last Quarterly Dividend Payment Date or until, but only until, non-cumulative dividends have been paid regularly for at least one year. (d) Except as set forth herein (or as otherwise required by applicable law), holders of Series A Junior Participating Preferred Stock shall have no general or special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) ), and by Section 10 ------------ ---------- hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3------- 3(A). Until the default in payments of all dividends which that permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed ------------ at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any ------------ other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.. ----------

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes] [Eligible Investments] are entitled to vote under the [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities][Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes] [Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice as provided under Section 8.04. The [Grantor] [Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities] [Subordinated Notes] [Eligible Investments], (ii) a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event direction. If the Trustee does not receive specific instructions from any Holder, the Trustee shall abstain from voting the corresponding portion of each and every subsequent like default such Holder’s Trust Preferred Securities. The [Grantor] [Guarantor] hereby agrees to take, or cause to be taken, all reasonable action that may be deemed necessary by the Trustee in payments order to enable the Trustee to vote such [Company Preferred Securities][Subordinated Notes] [Eligible Investments] or cause such [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] to be voted. The Holders of dividends. Upon the termination a Majority in liquidation amount of the foregoing special voting rightsoutstanding Trust Preferred Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, as holder of the [Company Preferred Securities][Subordinated Notes] [Eligible Investments], under the [Subordinated Guarantee][or the Company Securities Agreement][Subordinated Notes][Eligible Investments] or as Trustee under this Trust Agreement; provided that (i) such direction shall not be in conflict with any rule of law or with this Trust Agreement, the terms of office of all persons who [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], (ii) the Trustee may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to take any other voting rights granted action deemed proper by the Trustee which is not inconsistent with such direction and (iii) subject to the holders provisions of Section 6.02, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by an officer or officers of the Series A Junior Participating Preferred Stock Trustee, determine that the proceeding so directed would involve the Trustee in this Section 3personal liability.

Voting Rights. (a) The holders of Series A Preferred Stock shall not be entitled to vote with the holders of Common Stock except with respect to shares of the Series A Preferred Stock that have been converted into Common Stock. (b) If and whenever two dividends payable on the Series A Preferred Stock have not been paid in full, the number of directors then constituting the Board of Directors shall be increased by two and the holders of shares of Series A Junior Participating Preferred Stock Stock, voting as a single class, shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect the additional directors to serve on the Board of Common Stock as set forth herein) for taking any corporate action. (C) If, Directors at the time of any annual meeting of stockholders for the election of directorsor special meeting held in place thereof, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors at a special meeting of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately Stock called as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless hereinafter provided. Whenever all arrears in dividends in arrears on the Series A Junior Participating Preferred Stock then outstanding shall have been paid and dividends thereon for the current dividend period shall have been paid or declared and set apart for payment prior theretopayment, to vote for then the election right of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock to elect such additional directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future arrearage in two dividends), and the term of office of any person elected as director by the holders of the Series A Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after voting power to elect a director shall have become vested and be continuing in the holders of Series A Preferred Stock pursuant to this paragraph, or if a vacancy shall exist in the office of a director elected by the holders of Series A Preferred Stock, a proper officer of the Corporation may, and upon the written request of the holders of record of at least ten percent (10%) of the shares of Series A Preferred Stock then outstanding addressed to the Secretary of the Corporation shall, call a special meeting of the holders of Series A Preferred Stock for the purpose of electing the director which such holders are entitled to elect. If such meeting shall not be called by a proper officer of the Corporation within twenty (20) days after personal service of said written request upon the Secretary of the Corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Corporation at its principal executive offices, then the holders of at least ten percent (10%) of the outstanding shares of Series A Preferred Stock may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by the person so designated upon the notice required for the annual meeting of stockholders of the Corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder of Series A Preferred Stock so designated shall have, and the Corporation shall provide, access to the lists of stockholders to be called pursuant to the provisions hereof. (c) Without either (i) the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock or (ii) the vote of holders of a majority of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of the holders of Series A Preferred Stock called for such purpose, the Corporation will not amend, alter or repeal any provision of the Articles of Incorporation or this Certificate of Determination (including by way of merger), so as to adversely affect the preferences, rights or powers of the Series A Preferred Stock; provided that any such amendment that changes the dividend payable on or the Liquidation Preference of the Series A Preferred Stock shall require either (i) the written consent of holders of two. -thirds of the outstanding shares of Series A Preferred Stock (ii) or the vote of holders of two-thirds of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of the holders of Series A Preferred Stock called for such purpose. (d) Without either (i) the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock or (ii) the vote of holders of a majority of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of such holders called for such purpose, the Corporation will not create, authorize or issue any Senior Securities nor split or combine the Preferred Stock. (e) The Corporation shall not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person or adopt a plan of liquidation unless: either (1) the Corporation is the surviving or continuing Person and the Series A Preferred Stock shall remain outstanding without any amendment that would adversely affect the preferences, rights or powers of the Series A Preferred Stock or (2) (i) the Person (if other than the Corporation) formed by such consolidation or into which the Corporation is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Corporation substantially as an entirety or in the case of a plan of liquidation, the Person to which assets of the Corporation have been transferred, shall be a corporation, partnership or trust organized and existing under the laws of the United States or any State thereof or the District of Columbia and (ii) the Series A Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting Person, having in respect of such successor, transferee or resulting Person, the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction except as provided in paragraph 8(g)(i). (f) In exercising the voting rights granted by set forth in Clauses (b), (c) and (d) of this Section 3(Cparagraph 9, each shares of Series A Preferred Stock shall have one vote per share. (g) The consent or votes required above shall be in addition to any other voting rights granted to the holders approval of stockholders of the Series A Junior Participating Preferred Stock in this Section 3Corporation which may be required by law or pursuant to any provision of the Corporation's articles of incorporation or bylaws, which approval shall be obtained by vote of the stockholders of the Corporation or as otherwise required by applicable law or the Corporation's Articles of Incorporation or bylaws.

Voting Rights. The holders of (i) Holders shall have no voting rights, except as set forth in this Section 4 or as expressly required by Delaware law from time to time. (ii) If and whenever (a) six full quarterly dividends, whether or not consecutive, payable on the Series A Preferred Stock, are not paid or (b) the Company fails to pay the purchase price on the Fundamental Change Purchase Date for shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by lawFundamental Change, by Section 3(C) and by Section 10 hereofthen, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaulteach case, the number of directors constituting the Board of Directors of the Corporation shall will be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (two and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock, voting as a single class with any other class or series of preferred stock having similar voting rights that are exercisable, shall have a right to elect those additional directors to the Board of Directors until all accumulated and unpaid dividends on the Series A Preferred Stock have been paid in full or until the purchase price for shares of Series A Preferred Stock following a Fundamental Change has been paid in full, as the case may be. The directors so elected shall not be divested divided into the classes of the foregoing Board of Directors, but shall serve for annual terms. To exercise this right, any Holder may by written notice request that the Board of Directors call a special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination meeting of the foregoing special voting rightsholders of the Company’s preferred stock for the purpose of electing the additional directors and, the terms if such non-payment of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminatedividends is continuing, and the number of directors constituting the Board of Directors shall call such meeting within 60 days after such written request. The terms of the directors so elected will continue until such time as all accumulated and unpaid dividends on the Series A Preferred Stock have been paid in full or until the purchase price for shares of Series A Preferred Stock following a Fundamental Change has been paid in full, as the case may be, and at such time, the number of directors will, without further action, be reduced by two. The voting rights granted by this Section 3(C. (iii) shall be So long as any shares of Series A Preferred Stock are outstanding, in addition to any other voting rights granted to vote of stockholders of the holders Company required under applicable law or the Certificate of Incorporation, the affirmative vote or consent of the Holders of at least 66 2/3% of the then outstanding shares of the Series A Junior Participating Preferred Stock will be required to approve (a) any amendment of the Certificate of Incorporation, by merger or otherwise, if the amendment would alter or change the powers, preferences, privileges or rights of the Series A Preferred Stock so as to affect the Holders adversely, (b) the issuance, authorization or increase in this the authorized amount of, or the issuance or authorization of any obligation or security convertible into or evidencing a right to purchase any class or series of Senior Stock or (c) any reclassification of any authorized stock of the Company into any class or series of, or any obligation or security convertible into or evidencing a right to purchase, any Senior Stock; provided that no such vote shall be required for the Company to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Stock or Junior Stock. (iv) In all cases where the Holders are entitled to vote, each share of Series A Preferred Stock shall be entitled to one vote. When the Holders are entitled to vote as a class with holders of any other class or series of preferred stock having similar voting rights that are exercisable, each class or series shall have the number of votes proportionate to the aggregate liquidation preference of its outstanding shares. Holders shall generally not have any vote in a merger or consolidation, including in any such transactions in which the Series A Preferred Stock is converted into the right to receive cash or securities; provided, however, that as described in Section 34(iii)(a), Holders shall be entitled to vote in mergers and consolidations that amend the powers, preferences, privileges or rights of the Holders so as to adversely affect them.

Voting Rights. (1) The holders of shares of Series A Junior Participating Preferred Stock B Shares shall have no voting rights except as provided by Delaware statutes or by paragraph (2) of this Section F. (2) So long as any Series B Shares shall be outstanding, and in addition to any other approvals or consents required by law, without the following voting rightsconsent of the holders of 66-2/3% of the Series B Shares outstanding as of a record date fixed by the Board of Directors, given either by their affirmative vote at a special meeting called for that purpose, or, if permitted by law, in writing without a meeting: (Ai) Each share The Corporation shall not sell, transfer or lease all or substantially all the properties and assets of the Corporation; PROVIDED, HOWEVER, that nothing herein shall require the consent of the holders of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote B Shares for or in respect of the stockholders creation of any mortgage, pledge, or other lien upon all or any part of the assets of the Corporation. (Bii) Except The Corporation shall not effect a merger or consolidation with any other corporation or corporations unless as required by law, by Section 3(C) a result of such merger or consolidation and by Section 10 hereof, after giving effect thereto holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they B Shares are entitled to vote with receive a per share amount and type of consideration equal to 100 times the per share amount and type of consideration received by holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultCommon Stock, the number of directors constituting the Board of Directors of or (1) either (A) the Corporation shall be increased the surviving corporation or (B) if the Corporation is not the surviving corporation, the successor corporation shall be a corporation duly organized and existing under the laws of any state of the United States of America or the District of Columbia, and all obligations of the Corporation with respect to the Series B Shares shall be assumed by two. In addition successor corporation, (2) the Series B Shares then outstanding shall continue to voting together with be outstanding, and (3) there shall be no alteration or change in the designation or the preferences, relative rights or limitations applicable to outstanding Series B Shares prejudicial to the holders of Common Stock for the election of other directors thereof. (iii) The Corporation shall not amend, alter or repeal any of the Corporationprovisions of its Certificate of Incorporation in any manner which adversely affects the relative rights, the holders of record preferences or limitations of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of B Shares or the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3thereof.

Voting Rights. (a) The holders Holders shall be entitled to notice of shares any meeting of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except Corporation and, except as otherwise required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock as a single class upon any matter submitted to the stockholders for a vote. (b) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such Holder, together with its Attribution Parties, as are convertible on the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time pursuant to Section 6 hereof and subject to the Beneficial Ownership Limitation), but without regard as to whether sufficient shares of Common Stock are available out of the Corporation’s authorized by unissued stock, for the election purpose of effecting the conversion of the Preferred Stock. (c) As long as Alyeska Master Fund, L.P. (“Alyeska”) hold 20% or more of the shares of Preferred Stock issued as of the closing of the Business Combination, the Corporation shall not, without the affirmative vote or action by written consent of the Holders of 80% of the issued and outstanding shares of the Preferred Stock (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Corporation; (ii) amend, alter or repeal the Corporation’s articles of incorporation or bylaws, this Certificate of Designation or any similar document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred Stock; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other directors security convertible into or exercisable for any equity security, unless such security ranks junior to the Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock; (iv) except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking junior to the Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem and capital stock of the Corporation ranking junior to the Preferred Stock, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation; (v) enter into any transaction with an affiliate that is not on arms’-length terms, other than the issuance of equity or awards to eligible participants under the Corporation’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Corporation, the holders in each case regardless of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall whether such person (or such person’s affiliates) would be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors considered an affiliate of the Corporation; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote aggregate indebtedness of the holders of Corporation and its subsidiaries for borrowed money following such action would exceed $5,000,000; provided, however, that the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not be divested considered indebtedness for purposes of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders of the Series A Junior Participating Preferred Stock in this contrary herein, Section 36(d) may not be amended, modified or waived.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A1) Each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Series Class A Junior Participating Preferred Common Stock shall entitle the held of record by such holder thereof to a number of votes equal to the Adjustment Number on all matters submitted on which stockholders generally are entitled to a vote; provided, however, that to the fullest extent (2) Each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Class B Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) 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 with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL; provided, further, that in no event shall the aggregate voting power of all outstanding shares of Class B Common Stock exceed 51% of the stockholders total voting power of all outstanding shares of Common Stock entitled to vote on any such matter (such limitation, the Corporation“Class B Voting Limitation”). (B3) The number of outstanding shares of Class B Common Stock shall at all times equal the number of OP Units (as defined below) held by Industrial Realty Group Global, LLC (“IRG Global”) (or its permitted successors and assigns) in IRG Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), with each common unit of limited partnership interest in the Operating Partnership referred to herein as an “OP Unit.” For so long as IRG Global (or its permitted successors and assigns) holds OP Units representing 51% or more of the total outstanding OP Units (the “Ownership Threshold”), the per-share voting power of the Class B Common Stock shall be adjusted such that the aggregate voting power of all outstanding shares of Class B Common Stock equals 51% of the total voting power of all outstanding shares of Common Stock entitled to vote on such matter. At any time when IRG Global (or its permitted successors and assigns) holds OP Units representing less than the Ownership Threshold, each share of Class B Common Stock shall be entitled to one vote per share, subject to the Class B Voting Limitation. Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, by Section 3(C) and by Section 10 hereof, the holders of Series Class A Junior Participating Common Stock and Class B Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationStock, the as a single class with such holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders ). (4) No holder of Common Stock, Stock shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears to cumulate votes on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders behalf of any Series A Junior Participating Preferred candidate for a directorship. No holder of Common Stock being entitled will have any preemptive right to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, subscribe for any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting capital stock issued in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3future.

Voting Rights. The (a) Except as otherwise required by law or set forth in this Certificate of Incorporation, the holders of shares of Series A Junior Participating Preferred Stock shall have be entitled to notice of any meeting of stockholders and shall vote together with the following voting rights: (A) Each share holders of Series A Junior Participating Common Stock as a single class upon any matter submitted to the stockholders for a vote. With respect to all questions as to which, under law, stockholders are required to vote by classes or series, the Preferred Stock shall vote separately as a single class and series apart from the Common Stock. Shares of Common Stock and Preferred Stock shall entitle the holder holders thereof to a the following number of votes equal on any matter as to the Adjustment Number on all matters submitted which they are entitled to a vote of the stockholders of the Corporation.vote: (Bi) Except as required by law, by Section 3(CHolders of Common Stock shall have one vote per share; and (ii) and by Section 10 hereof, holders Holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except that number of votes per share as is equal to the extent they are number of shares of Common Stock (including fractions of a share) into which each such share of Preferred Stock held by such holder could be converted (without giving effect to the conversion of any accrued but unpaid dividends) on the date for determination of stockholders entitled to vote with holders at the meeting or on the date of Common Stock as set forth herein) for taking any corporate actionwritten consent. (Cb) If, at Any provision of the time By-Laws of any annual meeting of stockholders for the election of directors, Corporation to the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultcontrary notwithstanding, the number of directors constituting the whole Board of Directors of the Corporation shall not be increased by two. In addition to voting together with fixed at a number other than eight (8) without the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion prior written consent of the holders of Common Stock, shall be entitled at said meeting least sixty-six percent (66%) of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock then outstanding as is specified provided in paragraph (ASection 3(e) of this Section 3Article FOURTH. Until the default in payments The Board of all dividends which permitted the election Directors shall not delegate any of said directors shall cease its powers or duties to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote committee of the holders Board of Directors without the shares consent of Series A Junior Participating Preferred Stock at the time entitled to cast least a majority of the votes entitled to be cast for the election Preferred Stock Directors. (c) At all times during which shares of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existPreferred Stock remain outstanding, the holders of the Series A Junior Participating outstanding shares of Preferred Stock shall be divested have the exclusive right, separately from the Common Stock to elect five (5) directors of the foregoing special voting rights, subject to revesting in Corporation (the event of each and every subsequent like default in payments of dividends“Preferred Stock Directors”). Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of The Preferred Stock Directors shall be reduced elected by twothe vote or written consent of the holders of at least sixty-six percent (66%) of the outstanding Preferred Stock. The voting rights granted If a Preferred Stock Director shall cease to serve as a director for any reason, another director elected by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock shall replace such director. Any Preferred Stock Director may be removed, with or without cause, and a replacement Preferred Stock Director may be elected in his stead, at any time by the affirmative vote at a meeting duly called for the purpose, or by written consent, of the holders of more than sixty-six percent (66%) of the outstanding Preferred Stock. (d) The holders of the outstanding shares of Common Stock shall have the exclusive right, separately from the Preferred Stock, to elect one director of the Corporation (the “Common Stock Director”). The Common Stock Director shall be elected by the vote or written consent of the holders of a majority of the outstanding Common Stock. If the Common Stock Director shall cease to serve as a director for any reason, another director elected by the holders of the Common Stock shall replace such director. The Common Stock Director may be removed, with or without cause, and a replacement Common Stock Director may be elected in his stead, at any time by the affirmative vote at a meeting duly called for the purpose, or by written consent, of the holders of a majority of the outstanding Common Stock. (e) All other directors of the Corporation shall be elected by the holders of the Common Stock and Preferred Stock voting together as a single class, with the holders of Preferred Stock to have that number of votes as is determined in accordance with Section 4(a)(ii) of this Section 3Article FOURTH.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock C Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 18.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series C Distributions, whether consecutive or not, are in Arrears, the Series C Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock called for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only such purpose within 30 days after receipt by the affirmative vote General Partner of the holders of the shares of a request by Series A Junior Participating Preferred Stock at the time entitled to cast C Holders holding a majority of the votes entitled Outstanding Series C Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be cast for increased as needed to accommodate such change; provided, however, that such right of the Series C Holders shall not apply to the election of any another director if (i) Series C Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Board of Directors and (ii) such director at a special meeting continues then to serve on the Board of Directors. Such right of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease Series C Holders to exist, the holders elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock C Distributions accumulated and in Arrears on the Series C Preference Units, at which time such right shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series C Distributions as described above in payments of dividendsthis Section 18.5(b). Upon the any termination of the foregoing special voting rightsright of the Series C Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series C Holders and holders voting as a class shall terminate immediately. Any director elected by the Series C Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series C Holders pursuant to said special voting rights this Section 18.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series C Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock C Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series C Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 318.5 in which the Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series C Holders shall be entitled to one vote per Series C Preference Unit. Any Series C Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise provided herein, in any other Certificate of Designation creating a series of Preferred Stock or any similar stock of the Corporation, or by law, the holders of Series A Junior Participating Preferred Stock and the holders of Common Stock and other capital stock of the Corporation having general voting rights shall vote together, as one class, on all matters submitted to a vote of stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating B Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating B Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series B Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (Bb) Except as required by lawIn the event that dividends upon the Series B Preferred Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, by Section 3(C) and by Section 10 hereof, the holders of such Series A Junior Participating B Preferred Stock Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series B Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other shareholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series B Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the recurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series B Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series B Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of shareholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series B Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for such Series B Preferred Shares to elect the election of other two directors of the Corporationhereinabove provided for, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series B Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating B Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series B Preferred Shares to elect, and to be cast represented by, two directors as herein provided. So long as the holders of Series B Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series B Preferred Shares, shall, until the next meeting of shareholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of Series B Preferred Shares having the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rightsrights of the holders of any series of Series B Preferred Shares, the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series B Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number certificate of directors constituting incorporation of the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of Series B Preferred Shares and the Series A Junior Participating Preferred holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required otherwise provided herein or in the Charter or the Bylaws of the Corporation, the holders of shares of Junior Preferred Stock and the holders of shares of Common Stock and any other stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at any time dividends on any Junior Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall ▇▇▇▇ the beginning of a period (herein called a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Junior Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (a) the number of directors of the Corporation shall automatically be increased by lawtwo, effective as of the time of election of such directors as herein provided, and (b) the holders of Junior Preferred Stock and the holders of any series Parity Stock (as hereinafter defined) upon which these or like voting rights have been conferred and are exercisable (collectively, the “Voting Preferred Stock”) with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two directors. (ii) During any default period, such voting right of the holders of Junior Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(B) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders during such default period, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by Section 3(Cproxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors, the Board of Directors may or, upon the request of any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, the secretary of the Corporation shall call a special meeting of the holders of Voting Preferred Stock. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (B)(iii) shall be given to each holder of record of Voting Preferred Stock by Section mailing or electronically delivering a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 hereofdays and not later than 60 days after such order or request or, in default of the calling of such meeting, within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (B)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (a) the directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the earlier expiration of the default period and (b) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class or classes of stock which elected the director whose office shall have become vacant. References in this paragraph (B) to directors elected by the holders of a particular class or classes of stock shall include directors elected by such directors to fill vacancies as provided in clause (b) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (a) the right of the holders of Voting Preferred Stock as a class to elect directors shall cease, (b) the term of any directors elected by the holders of Voting Preferred Stock as a class shall terminate and (c) the number of directors shall be reduced accordingly. (C) The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Junior Preferred Stock so as to affect the holders thereof adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Junior Preferred Stock, if any, voting together as a single class. (D) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. (a) Holders of the SCUs shall have the voting rights set forth herein and in the Partnership Agreement. (b) So long as any SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of two-thirds of the SCUs outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class): (i) undertake, consent to, or otherwise participate in or acquiesce to any recapitalization transaction (including, without limitation, an initial public offering, a merger, consolidation, other business combination, exchange, self-tender offer for all or substantially all of the Common Units, or sale or other disposition of all or substantially all of the Operating Partnership's assets) (each of the foregoing being referred to herein as a "Recapitalization Transaction") unless in connection with such a Recapitalization Transaction (x) either each SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment of any of the provisions of this Exhibit E or the other terms of the Partnership Agreement establishing the rights and obligations of holders of the SCUs in any manner adverse to the holders of SCUs or (B) be converted into or exchanged for securities of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, distribution rights and terms and conditions of redemption thereof no less favorable than those of a SCU under this Exhibit E and the Partnership Agreement, and (y) each holder of SCUs shall have the option to convert its SCUs into the amount and type of consideration and/or securities receivable by a holder of the number of Common Units into which such holder's SCUs could have been exchanged immediately prior to the consummation of the Recapitalization Transaction pursuant to Paragraph 7(b) hereof upon the consummation of the Recapitalization Transaction, and (z) the holders of the SCUs will be treated no less favorably than the holders of the Common Units; (ii) amend, alter or repeal the provisions of this Exhibit E or Sections 6.2(a)(iii), 6.2(a)(iv), 6.2(a)(v), 6.2(d) or 6.2(e) of the Partnership Agreement, the provisions of Section 9.2(a) as they apply to holders of SCUs or Common Units issued in respect thereof or the provisions of Section 9.2(c), in each case whether by merger, consolidation or otherwise; or (iii) otherwise amend, alter or repeal the provisions of the Partnership Agreement in a manner that would adversely affect in any material respect the holders of the SCUs disproportionately with respect to the rights of holders of the Common Units; it being understood that nothing in this Exhibit E, shall be deemed to limit the right of the Operating Partnership to issue securities to holders of any interests in the Operating Partnership that rank on a parity with or prior to the SCUs with respect to distribution rights and rights upon dissolution, liquidation or winding-up of the Operating Partnership or to amend, alter or repeal the terms of any such securities. (c) The holders of shares of Series A Junior Participating Preferred Stock the SCUs shall have the following voting rights:right to vote with the holders of Common Units, as a single class, on any matter on which the holders of Common Units are entitled to vote. (Ad) Each share The foregoing voting provisions of Series A Junior Participating Preferred Stock this Paragraph 5 shall entitle not apply if, at or prior to the holder thereof time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding units of SCUs shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption. (e) In any matter in which the SCUs may vote as a class (as expressly provided herein or as may be required by law), each SCU shall be entitled to one vote. In any matter in which the SCUs may vote with the Common Units as a single class, each SCU shall be entitled to the number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders number of Common Stock as set forth herein) for taking any corporate action. (C) If, at Units issuable upon the time exchange of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected one SCU pursuant to the provisions of this Section 3(CParagraph 7(b) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3hereof.

Voting Rights. The (a) During the time this Agreement is in effect, the Shareholder shall take such action (and shall cause Samsung and each of its and Samsung’s Affiliates that Beneficially Own Voting Securities to take such action) (including, if applicable, through the execution of one or more written consents if shareholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of the Company) as may be required so that all Voting Securities Beneficially Owned by it (or any such Affiliate) from time to time are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise, with lost, damaged or disfigured ballots counting as abstentions to the extent that they cannot be counted as “for,” “against,” “withheld” or otherwise under applicable Law) as recommended by the Board to the other holders of shares Voting Securities; provided, however, that, except as provided in Section 3.1, the Shareholder or any of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent its Affiliates shall not be required (except to the extent they are entitled under any obligation to vote with holders any shares of Common Stock held by them in accordance with the recommendation of the Board with respect to the approval (or non-approval) or adoption (or non-adoption) of a transaction that would result in a Change of Control of the Company or with respect to a matter the approval of which would materially adversely affect the Shareholder’s rights as set forth herein) a shareholder of the Company disproportionately to the other shareholders of the Company taken as a group (which for taking the avoidance of doubt shall not include any corporate action. (C) If, at the time of any annual meeting of stockholders for vote with respect to the election of directors, compensation matters or any “routine” matters). The Shareholder further agrees not to, and shall cause Samsung and each of its and Samsung’s Affiliates not to, take any other actions as a shareholder of the equivalent Company intended to or reasonably likely to, directly or indirectly, circumvent, avoid or nullify the voting arrangements required by this Section 2.1 and Section 3.1. (b) The Shareholder, as the holder(s) of six quarterly dividends Voting Securities, shall use its, and shall cause Samsung and each of its and Samsung’s Affiliates to use their, reasonable best efforts to be present, in person or by proxy, at all meetings of the shareholders of the Company so that all Voting Securities Beneficially Owned by it or them (whether or not consecutiveby any such Affiliate of the Shareholder or Samsung) payable on from time to time may be counted for the purposes of determining the presence of a quorum at such meetings. The foregoing provision shall also apply to the execution by the Shareholder or any share Affiliate of the Shareholder or shares Samsung, as the holder(s) of Series A Junior Participating Preferred Stock are Voting Securities, of any written consent in defaultlieu of a meeting of holders of Voting Securities or any class thereof. (c) In furtherance of this Section 2.1 and Section 3.1, the number Shareholder shall, and shall cause its Affiliates, Samsung and Samsung’s Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of directors constituting Exhibit A attached hereto, and irrevocably appoint the Board Company or its designees, with full power of Directors substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the Corporation Voting Securities as to which the Shareholder (or any Affiliates of the Shareholder or Samsung), is entitled to vote, in the manner and with respect to the matters set forth in this Section 2.1 and Section 3.1; provided, however, that in the event the Affiliates of the Shareholder and Samsung (for the avoidance of doubt, excluding the Shareholder and Samsung) collectively own less than one (1) percent of the outstanding Common Stock at such time, the Shareholder shall not have an obligation to cause its or Samsung’s Affiliates (other than Samsung and any of Samsung’s or the Shareholder’s Subsidiaries) to deliver the foregoing irrevocable proxy. The Shareholder acknowledges, and shall cause its Affiliates, Samsung and Samsung’s Affiliates to acknowledge, that any such proxy executed and delivered shall be increased by two. In addition to voting together coupled with the holders of Common Stock an interest, shall constitute, among other things, an inducement for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class Company to the exclusion of the holders of Common Stockenter into this Agreement, shall be entitled at said meeting irrevocable and binding on any successor in interest of stockholders such Shareholder (and at each subsequent annual meeting or any Affiliate of stockholdersthe Shareholder or Samsung), unless all dividends in arrears on as applicable, and shall not be terminated by operation of Law upon the Series A Junior Participating Preferred Stock have been paid occurrence of any event, except that such proxy shall terminate and be of no further effect upon the valid termination of this Agreement. Such proxy shall operate to revoke and render void any prior proxy as to any Voting Securities heretofore granted by such Shareholder (or declared and set apart for payment prior theretoany Affiliate of the Shareholder or Samsung), as applicable, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as extent it is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any inconsistent with such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3proxy.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series A Holders holding a majority of the Corporation Outstanding Series A Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoPreference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series A Holders pursuant to said special voting rights this Section 16.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series A Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series A Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preference Unit. Any Series A Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) The Convertible Preferred Holders shall be entitled to notice of any meeting of shareholders of the Company and, except as otherwise required by law, shall vote together with the holders of shares of Series A Junior Participating Preferred Stock shall have Common Shares as a single class upon any matter submitted to the following voting rights:shareholders for a vote. (Ab) Each share On any matter presented to the shareholders of Series A Junior Participating the Company for their action or consideration at any meeting of the shareholders of the Company (or by written consent in lieu of a meeting), a Convertible Preferred Stock Holder, together with its Attribution Parties, shall entitle be entitled to the holder thereof to a number of votes equal to the Adjustment Number number of whole Common Shares into which the Convertible Preferred Shares held by such Convertible Preferred Holder, together with its Attribution Parties, as are convertible on all matters submitted the record date for determining shareholders entitled to a vote on such matter (as adjusted from time to time pursuant to Section 31.7 hereof and subject to the Beneficial Ownership Limitation), but, to the extent applicable, without regard as to whether sufficient Common Shares are available out of the stockholders Company’s authorized by unissued stock, for the purpose of effecting the conversion of the CorporationConvertible Preferred Shares. (Bc) Except As long as required by law, by Section 3(C) and by Section 10 hereof, holders the Convertible Preferred Holders hold 20% or more of Series A Junior Participating the Convertible Preferred Stock shall have no special voting rights and their consent shall not be required (except to Shares issued as of the extent they are entitled to vote with holders closing of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directorsBusiness Combination, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any timenot, without cause, only by the affirmative vote or action by written consent of the holders Convertible Preferred Holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled issued and outstanding shares of the Convertible Preferred Shares (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Company; (ii) amend, alter or repeal these Articles or Notice of Articles or any similar document of the Company in a manner that materially and adversely affects the powers, preferences or rights given to be cast for the election Convertible Preferred Shares; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such director at a special meeting security ranks junior to the Convertible Preferred Shares with respect to its rights, preferences and privileges or increase the number of authorized Convertible Preferred Shares; (iv) except as set forth in Section 31.4, purchase or redeem or pay any cash dividend on any share of the Company ranking junior to the Convertible Preferred Shares prior to payment of such holders called for that purpose, and cash dividend on the Convertible Preferred Shares or purchase or redeem any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders share of the Series A Junior Participating Company ranking junior to the Convertible Preferred Stock shall be divested Shares, other than shares repurchased at cost from former employees and consultants in connection with the cessation of the foregoing special voting rights, subject their service or pursuant to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office any equity incentive plan of all persons who may have been elected directors pursuant the Company; (v) enter into any transaction with an affiliate that is not on arms’-length terms, other than the issuance of equity or awards to said special voting rights eligible participants under the Company’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Company, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of the Company; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Convertible Preferred Shares shall forthwith terminate, and the number not be considered indebtedness for purposes of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders of the Series A Junior Participating contrary herein, Section 31.7(d) may not be amended, modified or waived in any manner that materially and adversely affects a Convertible Preferred Stock in this Section 3Holder without such Convertible Preferred Holder’s consent.

Voting Rights. The holders (a) Except as otherwise expressly provided herein or by law, the holder of shares each share of Series A Junior Participating Preferred Stock shall have the following right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights:rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). (Ab) Each share The number of directors that shall constitute the whole Board of Directors shall be seven (7). For so long as an aggregate of at least 1,000,000 shares of Series A Junior Participating Preferred Stock shall entitle remain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the holder thereof to a number of votes equal to like), the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock Stock, voting as a separate class, shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect one (1) member of Common Stock as set forth hereinthe Corporation’s Board of Directors (the “Series A Director”) for taking any corporate action. (C) If, at each meeting or pursuant to each consent of the time of any annual meeting of Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the equivalent resignation, death or removal of six quarterly dividends (whether or not consecutive) payable on any share or such director. For so long as an aggregate of at least 1,000,000 shares of Series A Junior Participating B Preferred Stock are in defaultremain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the like), the number holders of directors constituting Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Corporation’s Board of Directors (the “Series B Director”) at each meeting or pursuant to each consent of the Corporation Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of any such director. For so long as an aggregate of at least 1,000,000 shares of Series D Preferred Stock remain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the like), the holders of Series D Preferred Stock, voting as a separate class, shall be increased entitled to elect one (1) member of the Corporation’s Board of Directors (the “Series D Director”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by twothe resignation, death or removal of any such director. In addition to voting together with the The holders of Common Stock and Preferred Stock, voting together as a single class, shall be entitled to elect any remaining members of the Corporation’s Board of Directors at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of other directors directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. (c) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the CorporationDelaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Restated Certificate, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of record shares of such class or series may override the Series A Junior Participating Preferred Stock, Board of Director’s action to fill such vacancy by (i) voting separately as for their own designee to fill such vacancy at a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation’s stockholders or (ii) written consent, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast consenting stockholders hold a sufficient number of votes per share shares to elect their designee at a meeting of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3the stockholders. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any Any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any timeduring his or her term of office, either with or without cause, by, and only by by, the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time class or series of stock entitled to cast a majority of the votes entitled to be cast for the election of any elect such director or directors, given either at a special meeting of such holders stockholders duly called for that purposepurpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of that class or series of stock represented at the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors meeting or pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3written consent.

Voting Rights. The holders Except as herein provided, the sole and exclusive voting rights of shares the Series C Class 2 Interests shall be the right to appoint one or more Directors as follows: if, as a result of Series A Junior Participating Preferred Stock a Payment Event (as defined below), any Guarantor is required to make a payment pursuant to the terms of the Guarantee Agreement entered into by such Guarantor pursuant to such Guarantor's Agreement Regarding Guarantee, such Guarantor shall have the following voting rights: right to call a special meeting of the Members (Apursuant to the notice requirements provided herein) Each share at which the holders of Series A Junior Participating Preferred Stock C Class 2 Interests shall entitle the holder thereof be entitled to appoint a number of votes equal Directors (the "Series C Directors") in addition to the Adjustment Number on all matters submitted Series B Directors and any other directors appointed pursuant to Section 1.05(a) or otherwise by the Guarantors and their affiliates in their capacity as members (the "Other Guarantor Directors") such that the Series B Directors and the Series C Directors (together, the "Guarantor Directors") together with any such Other Guarantor Directors will constitute a vote majority of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable Directors on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with and the holders of Common Stock for Series C Class 2 Interests shall have the election of other directors of the Corporationright to continue to appoint, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stockclass, shall be entitled at said meeting of stockholders (and such Series C Directors at each subsequent succeeding annual meeting of stockholders)Members, unless until such time as no Payment Event exists or remains unremedied and all dividends in arrears on the Series A Junior Participating Preferred Stock amounts paid by all Guarantors pursuant to their Guarantees have been paid or declared and set apart for payment prior thereto, reimbursed to vote for them (the election "Time of two directors Cure"). Holders of Series C Class 2 Interests shall elect Series C Directors by cumulative voting with the minimum number of Series C Class 2 Interests required to elect a Series C Director equal to the quotient of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share Series C Class 2 Interests outstanding divided by the number of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled C Directors to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividendselected. Upon the termination installation of the foregoing special voting rightssuch Series C Directors, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall call a special meeting of the Board of Directors for the purpose of appointing the members of each committee of the Board of Directors (excepting the Related Party Contracts Committee which shall be reduced by twoconstituted as provided in Section 2.03(g)). In any class vote of the Series C Class 2 Interests, each outstanding Series C Class 2 Interest shall be entitled to one vote. The voting rights granted term "Payment Event" shall mean a payment by this Section 3(Ca Guarantor in respect of debt of LLC pursuant to such Guarantor's Guarantee Agreement; provided, however, that no Payment Event shall exist if and so long as Motorola is in default under (i) shall be in addition to the Space System Contract, the O&M Contract, the Terrestrial Network Development Contract or any other voting rights granted Project Document (as defined in any bank credit agreement in respect of which the Guarantee is made), or (ii) a Gateway Equipment Purchase Agreement if such default was not excused and was not caused by a default on the part of the purchaser under such Gateway Equipment Purchase Agreement. At the Time of Cure, all Series C Directors shall immediately cease to be Directors. Vacancies in the number, if any, of Series C Directors created by death, resignation, removal or for any other reason (except by the reduction of the number of such Directors at the Time of Cure or upon redemption of any Series C Class 2 Interests) may be filled only by the holders of the Series A Junior Participating Preferred Stock in this Section 3C Class 2 Interests.

Voting Rights. The holders of shares of this Series A Junior Participating Preferred Stock shall have the following voting rights: a. Unless and until dividends payable on any shares of this Series shall be in arrears in an amount equivalent to one and one-half times the annual dividend, or more, per share, the holders of shares of this Series shall have no voting power or rights, except as otherwise provided herein, by the Certificate of Incorporation of the Corporation or by law. If and when dividends payable on any shares of this Series shall be in arrears in an amount equivalent to one and one-half times the annual dividend or more, per share, and thereafter until all dividends on shares of this Series in arrears shall have been paid, the holders of this Series, together with any other class or series of capital stock of the Corporation which is by its terms expressly made equal as to dividends to this Series (A) Each share for purposes of Series A Junior Participating Preferred this Section 3, this Series, together with all such other classes and series, is hereinafter collectively referred to as the "PREFERENCE STOCK"), voting as a single class separate from the holders of all other classes of capital stock, shall be entitled to elect two directors. The terms of office as directors of all persons who may be directors of the Corporation shall terminate upon the election of directors by the holders of the Preference Stock. The holders of the Common Stock shall entitle have the holder thereof right to a number of votes equal to elect the Adjustment Number on all matters submitted to a vote of the stockholders remaining directors of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, . If the holders of Series A Junior Participating Preferred the Preference Stock have not exercised their right to elect directors of the Corporation because of the lack of a quorum consisting of the holders of a majority of the Preference Stock, then the said directors shall be elected by the directors whose term of office is thus terminated, and in that event, such elected directors shall hold office for the interim period, pending such time as a quorum of the holders of the Preference Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, present at the time of any annual a meeting of stockholders held for the election of directors, . b. If and when all dividends then in arrears on the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Preference Stock are in default, the number of directors constituting the Board of Directors of the Corporation then outstanding shall be increased by two. In addition to voting together with the holders paid (and such dividends shall be declared and paid out of Common Stock for the election of other directors of the Corporationany funds legally available therefor as soon as reasonably practicable), the holders of record shares of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Preference Stock shall be divested of any special right with respect to the foregoing special election of directors and the voting rightspower of the holders of shares of the Preference Stock and the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on any shares of the Preference Stock were not paid in full, but always subject to revesting the same provisions for vesting such special rights in the event holders of each and every subsequent shares of the Preference Stock in case of further like default arrears in payments payment of dividendsdividends thereon. Upon the termination of the foregoing any such special voting rightsright, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preference Stock, as a class, pursuant to said such special voting rights right shall forthwith terminate, and the number of directors constituting the Board of Directors resulting vacancies shall be reduced filled by twoa vote of a majority of the remaining directors. c. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preference Stock voting as a single class separate from the holders of all other class of capital stock, the remaining director elected by the holders of the Preference Stock may elect a successor to hold office for the unexpired term of the director whose place shall be vacant. The voting rights granted In the event of simultaneous vacancies among directors elected by the holders of the Preference Stock, an election by the holders of the Preference Stock, pursuant to the provisions of this Section 3(C) 3, will be held. d. Whenever the right shall be in addition to any other voting rights granted have accrued to the holders of the Series A Junior Participating Preferred Preference Stock to elect directors, voting as a single class, separate from the holders of all other classes of capital stock, then upon request in this Section 3writing signed by any holder of the Preference Stock entitled to vote, delivered by registered mail or in person to the president, a vice president or secretary of the Corporation, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote at a meeting to be held at such time as such officer may fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request, for the purpose of electing directors during such time as the holders of the Preference Stock shall have the special right, voting as a single class, separate from the holders of all other classes of capital stock to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Preference Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of all other classes of capital stock outstanding at the time, and not entitled to such special right, shall be required to constitute a quorum of such other classes for the election of directors.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the product of (I) the Adjustment Number and (II) twenty (20) on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class A Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Class A Common Stock and Class B Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Class A Common Stock and Class B Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.is

Voting Rights. (a) The holders of shares of Series A Junior Participating Class E Preferred Stock shall Units will have no voting rights except as set forth below or as otherwise provided by the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationLPA. (Bb) Except Unless the Partnership has received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Class E Preferred Units, voting as required by lawa single class, by it may not adopt any amendment to the LPA that has a material adverse effect on the existing terms of the Class E Preferred Units. (c) In addition, unless the Partnership has received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Class E Preferred Units, voting as a single class and together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership may not: • create or issue any Parity Securities if the cumulative distributions payable on outstanding Class E Preferred Units or any Parity Securities are in arrears; or • create or issue any Senior Securities; provided, however, that, subject to compliance with Section 3(C7(e) and by Section 10 hereof, holders of Series A Junior Participating Class E Preferred Stock shall Units that have no special voting rights and their consent received a notice of a redemption that is to occur within 90 days of the issuance of such Senior Securities shall not be required (except entitled to vote on or consent to the extent they issuance of such Senior Securities unless all or a part of such redemption is being funded with proceeds from the sale of such Senior Securities. (d) On any matter described above in which the holders of the Class E Preferred Units are entitled to vote, such holders will be entitled to one vote with holders per unit. The Class E Preferred Units held by the Partnership or any of Common Stock as set forth herein) for taking any corporate actionits subsidiaries or affiliates will not be entitled to vote. (Ce) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion The rights of the holders of Common Stock, shall Class E Preferred Units being redeemed may be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends terminated in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors advance of the Corporationdate of redemption for such units only if notice of the redemption is provided in accordance with Section 5(b) hereof and adequate notice has been published that sufficient funds will be made available to such holders within 90 days; provided, however, that no such rights may be terminated, even if the holders of any Series A Junior Participating Preferred Stock being entitled to cast redemption date has passed, if there is a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(Cfunds available for redemption. (f) may Class E Preferred Units held in nominee or street name account will be removed at any time, without cause, only voted by the affirmative vote broker or other nominee in accordance with the instruction of the holders of beneficial owner unless the shares of Series A Junior Participating Preferred Stock at arrangement between the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, beneficial owner and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3his nominee provides otherwise.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock the Convertible Preference Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except not be entitled as such, except as required by law, by Section 3(C) and by Section 10 hereof, holders to receive notice of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except or to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking attend any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors shareholders of the Corporation shall be increased by two. In addition or to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, vote at any such meeting but shall be entitled at said meeting to receive notice of stockholders (and at each subsequent annual meeting meetings of stockholders), unless all dividends in arrears on shareholders of the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote Corporation called for the election purpose of two directors authorizing the dissolution of the Corporation, Corporation or the holders sale of any Series A Junior Participating Preferred Stock being entitled to cast its undertaking or a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3substantial part thereof. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote The approval of the holders of the shares Convertible Preference Shares with respect to any and all matters referred to in these Articles of Series A Junior Participating Preferred Stock Amendment may be given in writing by all of the holders of the Convertible Preference Shares outstanding or by resolution duly passed and carried as may then be required by the Canada Business Corporations Act at a meeting of the time entitled to cast holders of the Convertible Preference Shares duly called and held for the purpose of considering the subject matter of such resolution and at which holders of not less than a majority of all Convertible Preference Shares then outstanding are present in person or represented by proxy in accordance with the votes entitled to be cast for by-laws of the election of Corporation; provided, however, that if at any such director at a special meeting of such holders called for that purposemeeting, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existoriginally held, the holders of at least a majority of all Convertible Preference Shares then outstanding are not present in person or so represented by proxy within 30 minutes after the Series A Junior Participating Preferred Stock time fixed for the meeting, then the meeting shall be divested adjourned to such date, being not less than fifteen (15) days later, and to such time and place as may be fixed by the chairman of such meeting, and at such adjourned meeting the foregoing special voting rightsholders of Convertible Preference Shares present in person or so represented by proxy, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office whether or not they hold a majority of all persons who Convertible Preference Shares then outstanding, may have been elected directors pursuant to said special voting rights shall forthwith terminatetransact the business for which the meeting was originally called, and a resolution duly passed and carried as may then be required by the number Canada Business Corporations Act at such adjourned meeting shall constitute the approval of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock Convertible Preference Shares. Notice of any such original meeting of the holders of the Convertible Preference Shares shall be given not less than twenty-one (21) days prior to the date fixed for such meeting and shall specify in this Section 3general terms the purpose for which the meeting is called, and notice of any such adjourned meeting shall be given not less than ten (10) days prior to the date fixed for such adjourned meeting, but it shall not be necessary to specify in such notice the purpose for which the adjourned meeting is called. The formalities to be observed with respect to the giving of notice of any such original meeting or adjourned meeting and the conduct of it shall be those from time to time prescribed in the by-laws of the Corporation with respect to meetings of shareholders. On every poll taken at any such original meeting or adjourned meeting, each holder of Convertible Preference Shares present in person or represented by proxy shall be entitled to one vote for each of the Convertible Preference Shares held by such holder.

Voting Rights. The holders (i) Holders of shares of the Series A Junior Participating B Preferred Stock Units shall not have the following any voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation, except as described below. (Bii) Except as required by lawWhenever distributions on any Series B Preferred Units shall be in arrears for six or more quarterly periods (a "Preferred Distribution Default"), by Section 3(C) and by Section 10 hereof, the holders of the outstanding Series A Junior Participating B Preferred Stock Units shall have no special voting rights and their consent be entitled to elect two individuals (the "Preferred Unit Representatives"), which individuals shall not be required (except to the extent they are entitled to vote with holders of Common Stock as on their behalf on the matters set forth hereinin subparagraph (iv) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the below. Such election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased held at a special meeting called by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion at least 10% of the holders of Common Stock, shall be entitled at said meeting of stockholders outstanding Series B Preferred Units. (iii) If and at each subsequent annual meeting of stockholders), unless when all dividends in arrears accumulated distributions and the distribution for the current distribution period on the Series A Junior Participating B Preferred Stock Units shall have been paid in full or declared and set apart aside for payment prior thereto, to vote for the election of two directors of the Corporationin full, the holders of any Series A Junior Participating B Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Units, acting through the Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to existUnit Representatives, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, rights set forth in subsection F(iv) below (subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon Preferred Distribution Default) and the termination of the foregoing special voting rights, the terms term of office of all persons who each Preferred Unit Representative so elected shall terminate. So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Unit Representative may be filled by written consent of the Preferred Unit Representative remaining in office, or if there is no such remaining representative, by vote of holders of a majority of the outstanding Series B Preferred Units. Any Preferred Unit Representative may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series B Preferred Units when they have been elected directors pursuant to said special the voting rights set forth in subsection F(iv) below. (iv) For so long as a Preferred Distribution Default shall forthwith terminatecontinue, any action to be taken by the Partnership at the direction of the General Partner and as to which the General Partner may act only upon authorization by its Board of Trustees (the "Board") may only be taken if such action is approved by a majority in number of the members of Board and the number Preferred Unit Representatives voting together as a group. (v) So long as any Series B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of directors constituting the Board holders of Directors at least two-thirds of Series B Preferred Units outstanding at the time, given in person or by proxy, either in writing or at a meeting, (a) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to Series B Preferred Units with respect to the payment of distributions or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership or reclassify any previously designated Partnership Interests into such Partnership Interests, or create, authorize or issue any obligation or Partnership Interests convertible or exchangeable into or evidencing the right to purchase any such Partnership Interests; or (b) amend, alter or repeal the provisions of the Partnership Agreement, whether by merger, consolidation or otherwise, or consummate a merger or consolidation involving the Partnership (any such merger or consolidation, an "Event"), so as to materially and adversely affect any right, preference, privilege or voting power of such Series B Preferred Units or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (b) above, the occurrence of any such Event shall not be reduced by two. The deemed to materially adversely affect such rights, preferences, privileges or voting powers of holders of Series B Preferred Units if immediately after any such Event (i) in which the Partnership is the surviving entity, there are outstanding no equity securities ranking as to distribution rights granted by this Section 3(Cor liquidation preference senior to the Series B Preferred Units other than the securities of the Partnership outstanding prior to such Event, (ii) shall be in addition to any other voting rights granted to which the Partnership is not the surviving entity, as a result of the Event, the holders of the Series B Preferred Units receive shares of stock or other equity securities with preferences, rights and privileges substantially similar to the preferences, rights and privileges of the Series B Preferred Units and there are outstanding no shares of stock or other equity securities of the surviving entity ranking as to distribution rights or liquidation preference senior to the Series B Preferred Units other than the securities issued in respect of securities of the Partnership outstanding prior to such Event or (iii) whether or not the Partnership is the surviving entity, there are no outstanding equity securities of the Partnership or its successor (other than securities of the Partnership outstanding prior to such Event, or securities issued in respect of securities of the Partnership outstanding prior to such Event) ranking as to distribution rights or liquidation preference senior to the Series B Preferred Units; and provided further that any increase in the amount of authorized Preferred Units or the creation or issuance of any class or series of Preferred Units (other than the Series B Preferred Units), in each case ranking on a parity with or junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privilege or voting powers. (vi) Notwithstanding anything to the contrary contained herein, the creation or issuance of any series of Preferred Units that is subject to mandatory redemption at a scheduled date or dates or that has the benefit of a sinking fund or that is subject to redemption at the option of the Partnership or the holder but that otherwise ranks on a parity with or junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership shall not require the affirmative vote or consent of all or any of the holders of the Series B Preferred Units. (vii) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Units shall have been converted, redeemed or called for redemption upon proper notice and sufficient funds or Class A Junior Participating Preferred Stock Units, as applicable, shall have been deposited in this Section 3trust to effect such redemption.

Voting Rights. (A) The holders of shares of Series A Junior Participating B Preferred Stock Shares shall have the following not be entitled to any voting rights: (A, except as provided in paragraph 3(B) Each share of Series A Junior Participating Preferred Stock shall entitle this Section 3, the holder thereof to a number of votes equal to Bye-laws or otherwise under the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationAct. (B) Except as required by lawIf the Preferential Dividends accrued on the Series B Preferred Shares for eight or more quarterly dividend periods, by Section 3(C) and by Section 10 hereofwhether consecutive or not, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifhave been declared and paid in full, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether either in cash or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporationkind, the holders of record of the Series A Junior Participating B Preferred StockShares shall be entitled to notice of any shareholder meeting in accordance with the Bye-Laws and each holder of Series B Preferred Shares shall in such event be entitled to vote with the holders of the Common Shares, voting separately as a class upon all matters presented to the exclusion shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of meeting), to cast the number of votes equal to the number of whole Common Shares into which the Series B Preferred Shares held by such holder are convertible (as set out in Section 7) as of the record date for determining shareholders entitled to vote on such matter (the “Preferential Voting Rights”). Except as provided by law or elsewhere herein, holders of Series B Preferred Shares shall vote together with the holders of Common Stock, shall be entitled at said meeting of stockholders Shares as a single class. (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified C) The voting rights provided in paragraph (A3(B) of this Section 3. Until 3 shall cease upon payment in full, in cash or in kind, by the default in payments Company of all the dividends then in arrears to which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time are entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of on the Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Shares.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock voting rights for Full Members shall have initially be distributed as follows as concerns the following voting rights: General Assembly: • Contributions comprised between the minimum (A2,500 euros) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes and 9,999 euros: one vote • Contributions higher than or equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. ten thousand (B10,000) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at euros: two votes. At the time of any annual meeting signature of stockholders the Consortium Agreement (or Accession Document), Members shall specify the category of membership they choose, and Full Members shall commit themselves on the level of their financial contribution for the election first year. Commitments for subsequent years shall be solicited by the Coordinator and made in writing through the signature of directorsa form, at least three months prior to the beginning of the corresponding calendar year, in order to allow for a timely construction of the annual budget and its subsequent vote by the General Assembly during its annual meeting. Full Members can optionally (and are encouraged to) commit themselves on their contribution for multiple years, in order to favour a multi-year visibility on ESONET-Vi budget and on long-term planning. The General Assembly might at any point recommend a general evolution towards such a multi-year commitment. Any modification of the contribution scheme shall be voted by the General Assembly. The Legal Entity in charge of the management of the ESONET-Vi budget shall issue invoices corresponding to the announced contributions at the beginning of the year, as soon as the General Assembly will have approved the current list of Members, contributions and voting rights. During the first year, since the Legal Entity will only be formed after the signature of the ESONET-Vi Consortium Agreement and with some delay, the equivalent Coordinator is authorized to manage the Budget of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultESONET-Vi, with the same obligations and liability as the Legal Entity. In particular, the number of directors constituting Coordinator shall report to the Board of Directors of General Assembly and use separate accounts. [INSERT FULL NAME OF MEMBER] ( [INSERT ABBREVIATED NAME] ) Established in [INSERT COUNTRY] at [INSERT ADDRESS] represented by [INSERT NAME(s)], [INSERT TITLE(s)] [OPTIONALLY INSERT “acting on behalf of” LIST OF ENTITIES FOR WHICH THE MEMBER ACTS] hereby consents to become a party to the Corporation shall be increased by two. In addition Consortium Agreement identified above, as [please check the chosen initial membership category] oFull (paying) Member oInvited (non-paying) Member bringing to voting together with the holders of Common Stock ESONET-Vi an in-cash contribution which for the election first year shall amount to: [Full Members: please specify the amount of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by twoyour initial in-cash contribution. The minimum contribution is set at 2,500 € (one voting rights granted by this Section 3(C) shall be right). Higher contributions are made on a voluntary basis and are encouraged in addition order to any other make possible the organisation of a significant set of self-funded scientific activities. Contributions of 10 k€ or higher provide a second voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3right.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number one vote on all matters submitted to a vote of the stockholders shareholders of the CorporationCompany. (B) Except as required otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Company. (C) If at the time of any annual meeting of shareholders for the election of directors a "default in preference dividends" on the Series A Preferred Stock shall exist, the holders of the Series A Preferred Stock shall have the right at such meeting, voting together as a single class, to the exclusion of the holders of Common Stock, to elect two (2) directors of the Company. Such right shall continue until there are no dividends in arrears upon the Series A Preferred Stock. Either or both of the two directors to be elected by Section 3(Cthe holders of the Series A Preferred Stock may be to fill a vacancy or vacancies created by an increase by the Board of Directors in the number of directors constituting the Board of Directors. Each director elected by the holders of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding Series A Preferred Stock voting together as a single class, at a meeting of the shareholders or of the holders of Preferred Stock called for the purpose. So long as a default in preference dividends on the Series A Preferred Stock shall exist, (i) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (ii)) by Section 10 an instrument in writing signed by the remaining Preferred Director and filed with the Company and (ii) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding Series A Preferred Stock voting together as a single class, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued and unpaid dividends upon the Series A Preferred Stock shall be equivalent to six (6) full quarterly dividends or more, and having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all Series A Preferred Stock then outstanding shall have been paid to the end of the last preceding quarterly dividend period. The provisions of this paragraph (C) shall govern the election of Directors by holders of Series A Junior Participating Preferred Stock during any default in preference dividends notwithstanding any provisions of the Company's Certificate of Incorporation to the contrary. (D) Except as set forth herein, holders of shares of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) a. Each share of Series A Junior Participating Preferred Stock shall entitle entitled the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (B) b. Except as required otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation. i. If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of period (herein called a "DEFAULT PERIOD") that sha▇▇ ▇xtend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each such default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) upon which these or like voting rights have been conferred and are exercisable (the "VOTING PREFERRED STOCK") with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two Directors. ii. During any default period, such voting rights of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3.C or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders, provided that neither such voting right nor the right of the holders of any other series of Voting Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent in number of shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. At any meeting at which the holders of Voting Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors, or, if such right is exercised at an annual meeting, to elect two Directors. If the number that may be so elected at any special meeting does not amount to the required number, the holders of the Voting Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election of them of the required number. After the holders of the Voting Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not e increased or decreased except by vote of the holders of Voting Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or PARI PASSU with the Series A Junior Participating Preferred Stock. iii. Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any shareholder or shareholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, a Vice President (including any Executive Vice President or Senior Vice President) or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph C(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph C(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the shareholders. iv. In any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Voting Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph C(ii) of this Section 3(C3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph C to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. v. Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Restated Certificate of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of paragraph C(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Restated Certificate of Incorporation of Bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by Section 10 hereofa majority of the remaining Directors. d. Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of the shares of Series A Junior Participating Preferred Stock hereby acknowledge and agree that the voting rights set forth in Section 5 of the Certificate of Designation shall not be effective (and shall not be exercised by the holders of the shares of Preferred Stock) prior to the effective date of a Chapter 11 plan of reorganization with respect to the Company. Prior to such date, the holders of the shares of Preferred Stock shall have the following voting rightsrights in lieu of the voting rights set forth in Section 5 of the Certificate of Designation: (Aa) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, The holders of Series A Junior Participating shares of Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stockexclusive right, voting separately as a class single class, to elect two directors of the Company; provided, however, that if the holders of shares of Preferred Stock do not elect any directors to the exclusion Board of Directors, such holders will have the right to appoint an observer to the Board of Directors. (b) Any vacancy occurring in the office of director elected by the holders of Preferred Stock or any additional director to be elected pursuant to Section 4.1(a) or 4.1(b) above may be filled by the remaining director(s) elected by the holders of Preferred Stock unless and until such vacancy shall be filled by the holders of the shares of Preferred Stock. The term of office of the directors elected by the holders of the shares of Preferred Stock shall terminate upon the election of their successors at any meeting of stockholders held for the purpose of electing directors. (c) The directors elected by the holders of the shares of Preferred Stock voting separately as a single class may be removed from office with or without cause by the vote of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors least a majority of the Corporationoutstanding shares of Preferred Stock. (d) From and after the effective date of a Chapter 11 plan or reorganization with respect to the Company, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote foregoing rights of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority elect directors of the votes entitled to Company in accordance with this Section 4.1 shall no longer be cast for the election of any such director at a special meeting of such holders called for that purpose, effective (and any vacancy thereby created may shall not be filled exercised by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating shares of Preferred Stock Stock) and shall be divested replaced with the rights of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating shares of Preferred Stock to elect directors of the Company in this Section 3accordance with Sections 5 of the Certificate of Designation.

Voting Rights. The holders of shares of Series A Junior Participating B Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating B Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by lawotherwise provided herein, by law or in the Certificate of Incorporation or By-Laws, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at any time dividends on any Series B Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") ▇hat shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Series B Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Series B Preferred Stock and the holders of other Preferred Stock upon which these or like voting rights have been conferred and are exercisable (the "Voting Preferred Stock") with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors. (ii) During any default period, such voting right of the holders of Series B Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10 percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, an Executive Vice President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10 percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 10 hereof3 (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (C) Except as set forth herein, holders of Series A Junior Participating B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bb) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors Each such additional director shall cease serve until his successor shall be elected and shall qualify, or until his right to exist, any director who shall have been so elected hold such office terminates pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders). If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. a. The holders of shares of Series A Junior Participating Preferred Stock Fund shall have exercise voting and other rights and powers for all Securities, however registered. Wachovia's only duty shall be to mail for delivery on the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal next Business Day to the Adjustment Number on all matters submitted Fund any documents received, including proxy statements and offering circulars, with any proxies for Securities registered in a nominee name executed by the nominee. Wachovia shall vote or cause proxies to a vote be voted only as expressly directed in writing pursuant to Proper Instructions of the stockholders Fund's Authorized Person. In the absence of Proper Instructions, neither Wachovia nor any subcustodian shall vote or cause proxies to be voted, and they shall expire without liability to Wachovia. Wachovia will not advise the Fund or act for the Fund in any legal proceedings, including bankruptcies, involving Securities the Fund holds or previously held or the issuers of these Securities, except as the Fund and Wachovia expressly agree upon in writing. b. Wachovia shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of Securities and expirations of rights in connection therewith and notices of exercise of call and put options the Fund writes and the maturity of futures contracts the Fund purchases or sells) Wachovia receives from issuers of the CorporationSecurities the Fund holds. For tender or exchange offers, Wachovia shall transmit promptly by facsimile to the Fund all written information Wachovia receives from issuers of the Securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action on any tender offer, exchange offer or any other similar transaction, the Fund shall notify Wachovia at least three business days before the date on which Wachovia is to take action or upon the date the Fund first receives the notification, if later. Absent Wachovia's timely receipt of Proper Instructions, Wachovia shall not be liable for failure to take any action relating to or to exercise any rights the Securities confer. (B) Except as required c. Wachovia shall notify the Fund of any rights or discretionary actions or of the date or dates by lawwhen the rights must be exercised or action must be taken provided that Wachovia has received, by Section 3(C) and by Section 10 hereoffrom the issuer or otherwise, holders timely notice of Series A Junior Participating Preferred Stock rights, discretionary corporate action, or dates. Absent actual receipt of this notice, Wachovia shall have no special voting rights and their consent shall not be required (except liability for failing to so notify the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionFund. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, if any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be resigns, is removed at any timeor dies or such directorship otherwise becomes vacant, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of may fill any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holdersvacancy. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. (a) The holders Holders shall be entitled to notice of shares any meeting of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except Corporation and, except as otherwise required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock as a single class upon any matter submitted to the stockholders for a vote. (b) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such Holder, together with its Attribution Parties, as are convertible on the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time pursuant to Section 6 hereof and subject to the Beneficial Ownership Limitation), but without regard as to whether sufficient shares of Common Stock are available out of the Corporation’s authorized by unissued stock, for the election purpose of effecting the conversion of the Preferred Stock. (c) As long as the Inflection Point Entities hold 20% or more of the shares of Preferred Stock issued as of the closing of the Business Combination, the Corporation shall not, without the affirmative vote or action by written consent of the Holders of 80% of the issued and outstanding shares of the Preferred Stock (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Corporation; (ii) amend, alter or repeal the Corporation’s certificate of incorporation or bylaws, this Certificate of Designation or any similar document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred Stock; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other directors security convertible into or exercisable for any equity security, unless such security ranks junior to the Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock; (iv) except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking junior to the 12.0% Series A Cumulative Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem and capital stock of the Corporation ranking junior to the 12.0% Series A Cumulative Preferred Stock, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the Corporation’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Corporation, the holders in each case regardless of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall whether such person (or such person’s affiliates) would be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors considered an affiliate of the Corporation; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote aggregate indebtedness of the holders of Corporation and its subsidiaries for borrowed money following such action would exceed $5,000,000; provided, however, that the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not be divested considered indebtedness for purposes of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders of the Series A Junior Participating Preferred Stock in this contrary herein, Section 36(d) may not be amended, modified or waived.

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating F Preferred Stock shall have no special voting rights and their consent shall not be except as provided herein or as otherwise from time to time required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionby law. (Cb) IfWhenever dividends payable on the Series F Preferred Stock have not been paid for three or more Dividend Periods, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive, the holders shall have the right, with holders of any other series of securities of the Corporation ranking equally with the Series F Preferred Stock as to dividends that have similar voting rights (including, without limitation, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) payable and on any share or which dividends likewise have not been paid (the “Voting Parity Securities”), voting together as a class, at a special meeting called at the request of holders of at least 20% of the shares of Series A Junior Participating F Preferred Stock are outstanding or of holders of at least 20% of the shares of any Voting Parity Securities (unless such request for a special meeting is received less than 90 calendar days before the date fixed for the next annual or special meeting of the Corporation’s shareholders, in defaultwhich event such election shall be held only at such next annual or special meeting of the Corporation’s shareholders) or at the Corporation’s next annual or special meeting of the Corporation’s shareholders, the number of to elect two additional directors constituting to the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for Directors; provided that the election of other directors of any such director does not cause the Corporation to violate the applicable corporate governance requirements or any applicable exchange or trading market where the Common Stock is then listed or quoted, as the case may be; and provided, further, that at no time will the Corporation’s Board of Directors include more than two directors elected pursuant to this paragraph 4(b). At any meeting held for the purpose of electing such a director, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion presence in person or by proxy of the holders of Common Stockshares representing at least a majority of the voting power of the Series F Preferred Stock and any Voting Parity Securities, voting together as a class, shall be entitled at said meeting required to constitute a quorum of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3such shares. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the The affirmative vote of the holders of the shares of Series A Junior Participating F Preferred Stock at the time entitled to cast and holders of any Voting Parity Securities, voting together as a class, representing a majority of the votes entitled voting power of such shares present at such meeting, in person or by proxy, shall be sufficient to be cast for elect any such director. (c) Upon the election of any such director at a special directors, the number of directors that comprise the board of directors shall be increased by such number of directors. Such directors shall be elected to terms that are the shorter of the next annual meeting of the Corporation and such holders called time as full dividends have been paid on the Series F Preferred Stock for that purposeat least three consecutive Dividend Periods. In the event such term expires prior to the time full dividends have been paid on the Series F Preferred Stock for at least three consecutive Dividend Periods, and any vacancy thereby created such directors may be elected to successive terms of similar duration until full dividends have been paid on the Series F Preferred Stock for at least three consecutive Dividend Periods. Holders of Series F Preferred Stock, together with holders of any Voting Parity Securities, voting together as a class, may remove any director they elected. Any vacancy created by the removal of any such director shall be filled only by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating F Preferred Stock and holders of any Voting Parity Securities, voting together as a class. If the office of either such director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office. (d) So long as any shares of Series F Preferred Stock remain outstanding, the Corporation shall not, without the vote, in person or by proxy, or written consent of the holders of at least 75% of the shares of the Series F Preferred Stock, voting as a separate class: (i) amend the articles of incorporation, as amended, to authorize, or increase the authorized amount of, any shares of any class or series of stock ranking senior to the Series F Preferred Stock with respect to payment of dividends or distribution of assets on liquidation of the Corporation; as well as any amendment of the articles of incorporation, as amended, or amended and restated bylaws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to materially and adversely affect them; provided that the amendment of the articles of incorporation, as amended, so as to authorize or create, or to increase the authorized amount of any shares of any class or series or any securities convertible into shares of any class or series of stock of the Corporation ranking on a parity with or junior to the Series F Preferred Stock with respect to dividends and in the distribution of assets on liquidation, dissolution or winding-up of the Corporation shall not be deemed to materially and adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock; or (ii) consummate a binding share exchange, a reclassification involving the Series F Preferred Stock or a merger or consolidation of the Corporation with another entity; provided, however, that the holders of Series F Preferred Stock shall be divested have no right to vote under this provision or otherwise under Illinois law if in each case (A) both (1) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the foregoing surviving or resulting entity (or its ultimate parent) that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (2) the Series F Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special voting rights, subject taken as a whole, as are not materially less favorable to revesting the holders thereof than the powers, preferences and special rights of the Series F Preferred Stock, or (B) the Corporation has exercised its mandatory conversion rights pursuant to paragraph 3(c) hereof in connection with such consummation. (e) The number of votes of each share of Series F Preferred Stock and any Voting Parity Securities participating in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors votes described above shall be reduced by two. The voting rights granted by this Section 3(C) calculated on an as converted basis or, if not all of such stock is convertible or exchangeable for Common Stock, shall be in addition to any other voting rights granted proportion to the holders liquidation preference of the Series A Junior Participating Preferred Stock in this Section 3such share.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle Trustee, as the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockSpecial Voting Share, shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Holdings at a Holdings Meeting and the right to consent in connection with a Holdings Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 7.15: (a) the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Holdings Meeting is held or a Holdings Consent is sought; (b) to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; (c) without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Exchangeable Units outstanding at the relevant time; and (d) notwithstanding Sections 4.1(a), 4.1(b) and 4.1(d), in the event that under applicable law any matter requires the approval of the holder of record of the Special Voting Share, voting separately as a class to class, the exclusion Trustee shall, in respect of such vote, exercise all Voting Rights: (i) in favour of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on relevant matter where the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors result of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares Holdings Shares, the Class A Preferred Shares and the Special Voting Share, voting together as a single class on such matter, (a “Combined Vote”) was the approval of Series A Junior Participating Preferred Stock at such matter; and (ii) against the time relevant matter where the result of the Combined Vote was against the relevant matter; provided that in the event of a vote on a proposal to amend the articles of Holdings to: (x) effect an exchange, reclassification or cancellation of the Special Voting Share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the Special Voting Share, in either case, where the Special Voting Share is entitled under applicable Law to vote separately as a class, the Trustee shall exercise all Voting Rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes entitled to be cast Beneficiary Votes for the election of any or against such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3proposed amendment.

Voting Rights. (a) The Series A Preferred Stock, voting as a separate class, shall be entitled to elect three (3) members of the board of directors (the “Series A Directors”), the Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the board of directors (the “Common Directors”), the holders of shares a majority of Series A Junior Participating the Common Stock and a majority of the Preferred Stock, each voting as a separate class on an as converted basis, shall be entitled to elect one (1) member, and the holders of at least sixty percent (60%) of the Preferred Stock and a majority of the Common Stock, each voting as a separate class, shall be entitled to elect any remaining directors. (b) On all other matters, except as specifically provided herein or as otherwise required by law, holders of the Preferred Stock shall have the following full voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes rights and powers equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion powers of the holders of Common Stock, and shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders)to vote, unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, together with the holders of Common Stock, with respect to any Series A Junior Participating matters upon which holders of Common Stock have the right to vote. Except as otherwise provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred Stock being shall be entitled to cast a the number of votes per equal to the largest number of shares of Common Stock into which such share of Series A Junior Participating Preferred Stock could be converted at the record date for determination of the stockholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, such votes to be counted together with all other shares of stock of this corporation having general voting power and not separately as is specified in paragraph (A) a class. For purposes of this Section 3. Until , the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders “voting power of the shares of Series A Junior Participating Preferred Stock” shall mean the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock could be converted at the time entitled to cast a majority of dates provided in the preceding sentence. Fractional votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not, however, be divested of the foregoing special voting rights, subject to revesting in the event of each permitted and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special any fractional voting rights shall forthwith terminate, and the number (after aggregating all shares into which shares of directors constituting the Board of Directors shall Preferred Stock held by each holder could be reduced by two. The voting rights granted by this Section 3(Cconverted) shall be in addition to any other voting rights granted rounded to the holders of the Series A Junior Participating Preferred Stock in this Section 3nearest whole number.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, law and by Section 3(CSections 4(C) and by Section 10 11 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation. For such election of two additional directors, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per each share of Series A Junior Participating Preferred Stock as shall entitle the holder thereof to cast the number of votes that is specified in paragraph (ASection 4(A) of this Section 3above. Until the default in payments payment of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C4(C) may be removed at any time, time without cause, cause only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director director, at a special meeting of such holders called for that purpose, and any vacancy thereby created may only be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting re-vesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms term of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C4(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in under this Section 34.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock Shares as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock Shares are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock Shares for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockShares, voting separately as a class to the exclusion of the holders of Common StockShares, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock Shares have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock Shares being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock Share as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of shareholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock Shares at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock Shares shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock Shares in this Section 3.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock C Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 18.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series C Distributions, whether consecutive or not, are in arrears, the Series C Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series C Holders holding a majority of the Corporation Outstanding Series C Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with accommodate such change; provided, however, that such right of the holders of Common Stock for Series C Holders shall not apply to the election of other directors another director if (i) Series C Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Corporation, Board of Directors and (ii) such director continues then to serve on the holders Board of record Directors. Such right of such Series C Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (C Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoC Preference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series C Distributions as described above in payments of dividendsthis Section 18.5(b). Upon the any termination of the foregoing special voting rightsright of the Series C Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series C Holders and holders voting as a class shall terminate immediately. Any director elected by the Series C Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series C Holders pursuant to said special voting rights this Section 18.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series C Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock C Preference Units. (i) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series C Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 318.5 in which the Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series C Holders shall be entitled to one vote per Series C Preference Unit. Any Series C Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. a. The holders holder of shares each share of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each right to one vote for each share of Common Stock into which such share of Series A Junior Participating Preferred Stock could be converted at the close of business on the record date for such vote, and with respect to such vote, such holder shall entitle the holder thereof to a number of votes have full voting rights and powers equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the bylaws of this corporation, and shall be entitled at said meeting to vote, together with holders of stockholders (Common Stock as a single class and at each subsequent annual meeting not as a separate class, with respect to any question upon which holders of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Common Stock have been paid or declared the right to vote. Fractional votes shall not, however, be permitted and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph fractional voting rights available on an as-converted basis (A) of this Section 3. Until the default in payments of after aggregating all dividends shares into which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at held by such holder could be converted) shall be rounded to the time entitled to cast a majority nearest whole number (with one-half being rounded upward). b. Except as set forth in Section 5(f) hereof, the Board of Directors of the votes entitled to be cast for the election corporation shall consist of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holdersnot less than five (5) nor more than seven (7) members. If and when such default shall cease to existExcept as set forth in Section 5(f) hereof, the holders of the Series A Junior Participating Preferred Stock shall have the right to elect one director voting as a separate class. Except as set forth in Section 5(f) hereof, the remaining directors shall be divested elected by the holders of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination outstanding shares of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, Common Stock and the number Series A Preferred Stock, voting together as a class. Election of directors constituting need not be by written ballot, unless the bylaws of the corporation shall so provide. Any director who is elected to the Board of Directors may be removed from the Board only upon the request of the holders who elected such director by vote of at least the number of shares required to elect such director. In the event that a director so elected resigns, is removed from, or otherwise ceases to serve on, the Board of Directors of the corporation, for whatever reason (other than as a result of the cessation of the term of office of the Additional Director as provided in Section 5(f) hereof), the vacancy shall be reduced filled, in accordance with applicable law, with an individual elected by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3who initially elected such director, as described above.

Voting Rights. The holders Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Series A Junior Participating Preferred Stock shall have Common Stock. Upon settlement of the following Purchase Contracts, the Holder will be entitled to all of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote and receive dividends and other payments and to consent and receive notice as a shareholder in respect of the meetings of shareholders and for the election of directors of the Company and for all other matters, and all other rights whatsoever as a shareholder of the Company. Under the terms of the Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal and any other consensual rights pertaining to the Adjustment Number on all matters submitted to a vote Pledged Debt Securities upon behalf of and upon receipt of instructions from the stockholders beneficial owners of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, such Pledged Debt Securities. Upon receipt of notice of any meeting at which holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Debt Securities are entitled to vote with or upon the solicitation of consents, waivers or proxies of holders of Common Stock Debt Securities, the Purchase Contract Agent shall, as set forth herein) for taking any corporate action.soon as practicable thereafter, mail to the Corporate Unit Holders a notice: (C1) Ifcontaining such information as is contained in the notice or solicitation; (2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, at to the time of any annual meeting of stockholders for the election of directorsextent possible, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the same date as the record date for determining the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class Debt Securities entitled to the exclusion of the holders of Common Stock, vote) shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on to instruct the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, Purchase Contract Agent as to vote for the election of two directors exercise of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant voting rights pertaining to the provisions Debt Securities constituting a part of this Section 3(Csuch Holder’s Corporate Units; and (3) stating the manner in which such instructions may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividendsgiven. Upon the termination written request of the foregoing special voting rightsCorporate Unit Holders on such record date, the terms Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum aggregate principal amount of office Debt Securities as to which any particular voting instructions are received. In the absence of all persons who may have been elected directors pursuant to said special specific instructions from the Holder of a Corporate Unit, the Purchase Contract Agent shall abstain from voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced Debt Securities evidenced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3such Corporate Units.

Voting Rights. (a) The Preferred Stock, voting together as a separate class, shall be entitled to elect three (3) members of the board of directors (the “Preferred Directors”); the Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the board of directors (the “Common Directors”); and the holders of shares a majority of Series A Junior Participating the Common Stock and a majority of the Preferred Stock, voting as a separate class on an as converted basis, shall be entitled to elect one (1) member, and the holders of at least sixty percent (60%) of the Preferred Stock and a majority of the Common Stock, voting as a separate class, shall be entitled to elect any additional directors. (b) On all other matters, except as specifically provided herein or as otherwise required by law, holders of the Preferred Stock shall have the following full voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes rights and powers equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion powers of the holders of Common Stock, and shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders)to vote, unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, together with the holders of Common Stock, with respect to any Series A Junior Participating matters upon which holders of Common Stock have the right to vote. Except as otherwise provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred Stock being shall be entitled to cast a the number of votes per equal to the largest number of shares of Common Stock into which such share of Series A Junior Participating Preferred Stock could be converted at the record date for determination of the stockholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, such votes to be counted together with all other shares of stock of this corporation having general voting power and not separately as is specified in paragraph (A) a class. For purposes of this Section 3. Until , the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders “voting power of the shares of Series A Junior Participating Preferred Stock” shall mean the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock could be converted at the time entitled to cast a majority of dates provided in the preceding sentence. Fractional votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not, however, be divested of the foregoing special voting rights, subject to revesting in the event of each permitted and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special any fractional voting rights shall forthwith terminate, and the number (after aggregating all shares into which shares of directors constituting the Board of Directors shall Preferred Stock held by each holder could be reduced by two. The voting rights granted by this Section 3(Cconverted) shall be in addition to any other voting rights granted rounded to the holders of the Series A Junior Participating Preferred Stock in this Section 3nearest whole number.

Voting Rights. (a) The holders of record of shares of Senior Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this paragraph (8), as otherwise provided by law or as provided in the Investors' Agreement. (b) If and whenever (i) four consecutive or six quarterly cash dividends payable on the Senior Preferred Stock have not been paid in full, (ii) for any reason (including the reason that funds are not legally available for a redemption), the Corporation shall have failed to discharge any Mandatory Redemption Obligation (including a redemption in the Event of a Change of Control pursuant to Section 5(b) hereof), (iii) the Corporation shall have failed to provide the notice required by Section 6(d) hereof within the time period specified in such section or (iv) the Corporation shall have failed to comply with Sections 3(d), 3(e) or 8(c) hereof, (1) the number of directors then constituting the Board of Directors shall be increased by two and the holders of a majority of the outstanding shares of Senior Preferred Stock, together with the holders of shares of Series A Junior Participating every other series of preferred stock upon which like rights have been conferred and are exercisable (resulting form either the failure to pay dividends or the failure to redeem) (any such series is referred to as the "Preferred Stock Shares"), voting as a single class regardless of series, shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect the two additional directors to serve on the Board of Common Stock as set forth herein) for taking any corporate action. (C) If, Directors at the time of any annual meeting of stockholders for the election of directorsor special meeting held in place thereof, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as at a class to the exclusion special meeting of the holders of Common Stock, shall be entitled at said meeting of stockholders the Senior Preferred Stock and the Preferred Shares called as hereinafter provided. Whenever (and at each subsequent annual meeting of stockholders), unless i) all arrears in cash dividends in arrears on the Series A Junior Participating Senior Preferred Stock and the Preferred Shares then outstanding shall have been paid and cash dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment prior theretopayment, (ii) the Corporation shall have fulfilled its Mandatory Redemption Obligation, (iii) fulfilled its obligation to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock provide notice as is specified in paragraph subsection (Ab)(iii) of this Section 3. Until hereof, or (iv) the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who Corporation shall have been so elected pursuant to complied with Sections 3(d), 3(e), or 8(c) hereof, as the provisions of this Section 3(C) case may be removed at any timebe, without cause, only by then the affirmative vote right of the holders of the shares of Series A Junior Participating Senior Preferred Stock at to elect such additional two directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future (i) arrearage in six consecutive quarterly cash dividends, (ii) failure to fulfill any Mandatory Redemption Obligation, (iii) failure to fulfill the obligation to provide the notice required by Section 6(d) hereof within the time entitled period specified in such section or (iv) failure to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purposecomply with Sections 3(d), 3(e), or 8(c)) and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected as directors pursuant to said special voting rights by the holders of the Senior Preferred Stock shall forthwith terminate, terminate and the number of directors constituting the Board of Directors shall be reduced by twoaccordingly. The At any time after such voting rights granted by this Section 3(Cpower shall have been so vested in the holders of shares of Senior Preferred Stock and the Preferred Shares, the secretary of the Corporation may, and upon the written request of any holder of Senior Preferred Stock (addressed to the secretary at the principal office of the Corporation) shall be in addition to any other voting rights granted to shall, call a special meeting of the holders of the Series A Junior Participating Senior Preferred Stock and of the Preferred Shares for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the stockholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the secretary within 20 days after receipt of any such request, then any holder of shares of Senior Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Senior Preferred Stock and the Preferred Shares, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Senior Preferred Stock and the Preferred Shares or the successor of such remaining director, to serve until the next annual meeting of the stockholders or special meeting held in place thereof if such office shall not have previously terminated as provided above. (c) Without the written consent of a majority of the outstanding shares of Senior Preferred Stock or the vote of holders of a majority of the outstanding shares of Senior Preferred Stock at a meeting of the holders of Senior Preferred Stock called for such purpose, the Corporation will not (i) amend, alter or repeal any provision of the Certificate of Incorporation (by merger or otherwise) so as to adversely affect the preferences, rights or powers of the Senior Preferred Stock; provided that any such amendment that decreases the dividend payable on or the Liquidation Value of the Senior Preferred Stock shall require the affirmative vote of holders of each share of Senior Preferred Stock at a meeting of holders of Senior Preferred Stock called for such purpose or written consent of the holder of each share of Senior Preferred Stock; or (ii) create, authorize or issue any class of stock ranking prior to, or on a parity with, the Senior Preferred Stock with respect to dividends or upon liquidation, dissolution, winding up or otherwise, or increase the authorized number of shares of any such class or series, or reclassify any authorized stock of the Corporation into any such prior or parity shares or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such prior or parity shares, except that the Corporation may, without such approval, create authorize and issue Parity Securities for the purpose of utilizing the proceeds from the issuance of such Parity Securities for the redemption or repurchase of all outstanding shares of Senior Preferred Stock in accordance with the terms hereof or of the Investors' Agreement. (d) In exercising the voting rights set forth in this Section 3paragraph (8), each share of Senior Preferred Stock shall have one vote per share, except that when any other series of preferred stock shall have the right to vote with the Senior Preferred Stock as a single class on any matter, then the Senior Preferred Stock and such other series shall have with respect to such matters one vote per $25.00 of Liquidation Value or other liquidation preference. Except as otherwise required by applicable law or as set forth herein, the shares of Senior Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

Voting Rights. (a) The holders Holders shall be entitled to notice of shares any meeting of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except Corporation and, except as otherwise required by lawlaw or as may be provided herein, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock as a single class upon any matter submitted to the stockholders for a vote. (b) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such Holder, together with its Attribution Parties, as are convertible on the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time pursuant to Section 7 hereof and subject to the Beneficial Ownership Limitation), but without regard as to whether sufficient shares of Common Stock are available out of the Corporation’s authorized by unissued stock, for the election purpose of effecting the conversion of the Preferred Stock. (c) As long as at least 20% or more of the shares of Preferred Stock issued as of the Closing are outstanding, the Corporation shall not, without the affirmative vote or action by written consent of the Holders of a majority of the issued and outstanding shares of the Preferred Stock (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Corporation; (ii) amend, alter or repeal the Corporation’s certificate of incorporation or bylaws, this Certificate of Designation or any similar document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred Stock; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other directors security convertible into or exercisable for any equity security, unless such security ranks junior to the Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock; (iv) except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking junior to the Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem any capital stock of the Corporation ranking junior to the Preferred Stock, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the Corporation’s incentive plan, equity plan or equity-based compensation plan or with respect to employment, consulting or award agreements with respect to executive officers of the Corporation, the holders in each case regardless of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall whether such person (or such person’s affiliates) would be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors considered an affiliate of the Corporation; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not be divested considered indebtedness for purposes of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders contrary herein, Section 6(d) may not be amended, modified or waived in any manner that materially and adversely affects a Holder of the Series A Junior Participating Preferred Stock in this Section 3without such Holder’s consent.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 10,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Preferred Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the such Series A Junior Participating Preferred StockShares to elect the two directors hereinabove provided for, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of shareholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number articles of directors constituting the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Company, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A B Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A B Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A B Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A B Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A B Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A B Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series B Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A B Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A B Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A B Junior Participating Preferred Stock in this Section 3.

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Class B Common Stock shall not be entitled to vote, except as otherwise provided herein or required by applicable law. (b) Effective at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the no Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rightsoutstanding, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be increased by two Persons and the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of any other Common Stock and any other series of Preferred Stock, shall be entitled to elect two Qualified Directors to the Board of Directors (each such director, an “Initial Investor Director”) until the earliest to occur of (i) a Closing Deadline Failure as a result of a Permitted Holder Material Breach at a time when the Securities Purchase Agreement is terminable pursuant to Sections 10.2(d) and 10.3(d) thereof, (ii) a Change of Control or (iii) such time as the Permitted Holders’ Aggregate Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of the Original Issue Value or, (y) after December 31, 2016, 50% of the Original Issue Value, whereupon at any such time (A) the right of such holders to elect the Initial Investor Directors shall cease, (B) the term of office of the Initial Investor Directors shall immediately and automatically terminate, (C) the Initial Investor Directors will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be immediately and automatically reduced by two. The two Persons. (c) Effective as of the first Original Issuance Date and at such time as when the Permitted Holders do not have the right to elect the Initial Investor Directors pursuant to Section C.(ii)(b)(iii) of this Article FOURTH and any Permitted Holder’s Permitted Holder Outstanding Value is greater than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, the number of directors constituting the Board of Directors shall be increased by one Person and the holders of a majority of the voting rights granted power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of Common Stock and any other series of Preferred Stock, shall be entitled to elect one Qualified Director to the Board of Directors (such director, the “Investor Director”) until the earliest to occur of (i) an event described in Section C.(ii)(b)(i) or (ii) of this Article FOURTH or (ii) such time as each Permitted Holder’s Permitted Holder Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, whereupon at any such time (A) the right of the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock to elect the Investor Director shall cease, (B) the term of office of the Investor Director shall immediately and automatically terminate, (C) the Investor Director will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be immediately and automatically reduced by one Person. (d) For the avoidance of doubt, except for the increase or decrease in the number of directors provided for herein, nothing in this Section 3(CC.(ii) of this Article FOURTH shall be prohibit the Board of Directors from fixing the number of directors constituting the Board of Directors pursuant to the By-Laws. (e) Subject to the provisions of this Section C.(ii) of this Article FOURTH, each Initial Investor Director or the Investor Director, as applicable, shall serve until the next annual meeting of the stockholders of the Corporation and until his or her successor is elected and qualified in addition accordance with this Section C.(ii) of this Article FOURTH and the By-Laws, unless any such Initial Investor Director or the Investor Director, as applicable, is earlier removed in accordance with the By-Laws, resigns or is otherwise unable to serve; provided, however, that only the holders of a majority of the voting power of the outstanding Class B Common Stock and the Series C Preferred Stock may remove any such Initial Investor Director or the Investor Director, as applicable, without cause at any time, and the holders of a majority of the voting power of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter may remove any such Initial Investor Director or the Investor Director, as applicable, with cause at any time. Subject to the provisions of this Section C.(ii) of this Article FOURTH, in the event any Initial Investor Director or the Investor Director, as applicable, is removed, resigns or is unable to serve as a member of the Board of Directors, the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of any other voting rights granted Common Stock and any other series of Preferred Stock, shall have the right to fill such vacancy. Each Initial Investor Director or the Investor Director, as applicable, may only be elected to the Board of Directors by the holders of the Class B Common Stock and Series A Junior Participating C Preferred Stock in accordance with this Section 3C.(ii) of this Article FOURTH, and each such Initial Investor Director’s or the Investor Director’s seat, as applicable, shall otherwise remain vacant. (f) Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such holder as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock or Class B Common Stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other such class or series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. (g) Notwithstanding Section C.(ii)(a) of this Article FOURTH, the holders of Series C Preferred Stock and Class B Common Stock shall be entitled to vote together with the holders of Common Stock (and any other class or series of capital stock entitled to vote on the matter with the Common Stock) as a single class with respect to any transactions involving a merger of the Corporation or sale of substantially all of the Corporation’s assets, which must be submitted to the Corporation’s stockholders pursuant to the DGCL; provided, however, that each holder of Class B Common Stock shall be entitled to (A) one vote for each outstanding share of Class B Common Stock held of record by such holder as of the applicable record date, but only to the extent that the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock does not exceed 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote thereon or (B) if pursuant to clause (A) the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock would exceed 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote on the matter, such fraction of one vote for (i) each one-one thousandth (1/1000) of a share of Series C Preferred Stock and (ii) each share of Class B Common Stock held of record by such holder as of the applicable record date such that the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock equaled 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote thereon. (h) Notwithstanding Section C.(ii)(a) of this Article FOURTH, the vote or consent of the holders of at least a majority of the outstanding shares of Class B Common Stock, voting together as a separate class to the exclusion of the holders of the Common Stock and the Preferred Stock then outstanding and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment, alteration or repeal of any provision of this Certificate of Incorporation (by merger, consolidation or otherwise) so as to adversely affect any of the powers, preferences, qualifications, limitations, restrictions and relative participating, optional or other rights of Class B Common Stock.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series A Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units or the Series C Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C Preferred Units; provided, however, that following any listing of the Series C Preferred Units on a National Securities Exchange, such Series C Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units or Series C Preferred Units are in arrears or (y) create or issue any Senior Securities. In addition, unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the Partnership shall not create or issue any Senior Securities. (d) If any transaction representing a Change of Control is submitted to a vote of the Limited Partners for approval, the Series C Preferred Units will have such voting rights pursuant to this Agreement as such Series C Preferred Units would have if they were converted into Common Units, at the then-applicable Series C Conversion Ratio, and shall vote together with the Common Units as a single class on such matter. (e) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders and/or Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders or Series C Holders shall be entitled to one vote per Series A Preferred Unit, Series B Preferred Unit or Series C Preferred Unit, as applicable. Any Series A Preferred Units, Series B Preferred Units or Series C Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating E Preferred Stock shall have no special voting rights and their consent shall not be except as provided herein or as otherwise from time to time required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionby law. (Cb) IfWhenever dividends payable on the Series E Preferred Stock have not been paid for three or more Dividend Periods, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive, the holders shall have the right, with holders of any other series of securities of the Corporation ranking equally with the Series E Preferred Stock as to dividends that have similar voting rights (including, without limitation, the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock) payable and on any share or which dividends likewise have not been paid (the “Voting Parity Securities”), voting together as a class, at a special meeting called at the request of holders of at least 20% of the shares of Series A Junior Participating E Preferred Stock are outstanding or of holders of at least 20% of the shares of any Voting Parity Securities (unless such request for a special meeting is received less than 90 calendar days before the date fixed for the next annual or special meeting of the Corporation’s shareholders, in defaultwhich event such election shall be held only at such next annual or special meeting of the Corporation’s shareholders) or at the Corporation’s next annual or special meeting of the Corporation’s shareholders, the number of to elect two additional directors constituting to the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for Directors; provided that the election of other directors of any such director does not cause the Corporation to violate the applicable corporate governance requirements or any applicable exchange or trading market where the Common Stock is then listed or quoted, as the case may be; and provided, further, that at no time will the Corporation’s Board of Directors include more than two directors elected pursuant to this paragraph 4(b). At any meeting held for the purpose of electing such a director, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion presence in person or by proxy of the holders of Common Stockshares representing at least a majority of the voting power of the Series E Preferred Stock and any Voting Parity Securities, voting together as a class, shall be entitled at said meeting required to constitute a quorum of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3such shares. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the The affirmative vote of the holders of the shares of Series A Junior Participating E Preferred Stock at the time entitled to cast and holders of any Voting Parity Securities, voting together as a class, representing a majority of the votes entitled voting power of such shares present at such meeting, in person or by proxy, shall be sufficient to be cast for elect any such director. (c) Upon the election of any such director at a special directors, the number of directors that comprise the board of directors shall be increased by such number of directors. Such directors shall be elected to terms that are the shorter of the next annual meeting of the Corporation and such holders called time as full dividends have been paid on the Series E Preferred Stock for that purposeat least three consecutive Dividend Periods. In the event such term expires prior to the time full dividends have been paid on the Series E Preferred Stock for at least three consecutive Dividend Periods, and any vacancy thereby created such directors may be elected to successive terms of similar duration until full dividends have been paid on the Series E Preferred Stock for at least three consecutive Dividend Periods. Holders of Series E Preferred Stock, together with holders of any Voting Parity Securities, voting together as a class, may remove any director they elected. Any vacancy created by the removal of any such director shall be filled only by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating E Preferred Stock and holders of any Voting Parity Securities, voting together as a class. If the office of either such director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office. (d) So long as any shares of Series E Preferred Stock remain outstanding, the Corporation shall not, without the vote, in person or by proxy, or written consent of the holders of at least 75% of the shares of the Series E Preferred Stock, voting as a separate class: (i) amend the articles of incorporation, as amended, to authorize, or increase the authorized amount of, any shares of any class or series of stock ranking senior to the Series E Preferred Stock with respect to payment of dividends or distribution of assets on liquidation of the Corporation; as well as any amendment of the articles of incorporation, as amended, or amended and restated bylaws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to materially and adversely affect them; provided that the amendment of the articles of incorporation, as amended, so as to authorize or create, or to increase the authorized amount of any shares of any class or series or any securities convertible into shares of any class or series of stock of the Corporation ranking on a parity with or junior to the Series E Preferred Stock with respect to dividends and in the distribution of assets on liquidation, dissolution or winding-up of the Corporation shall not be deemed to materially and adversely affect the voting powers, preferences or special rights of the Series E Preferred Stock; or (ii) consummate a binding share exchange, a reclassification involving the Series E Preferred Stock or a merger or consolidation of the Corporation with another entity; provided, however, that the holders of Series E Preferred Stock shall be divested have no right to vote under this provision or otherwise under Illinois law if in each case (A) both (1) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the foregoing surviving or resulting entity (or its ultimate parent) that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (2) the Series E Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special voting rights, subject taken as a whole, as are not materially less favorable to revesting the holders thereof than the powers, preferences and special rights of the Series E Preferred Stock, or (B) the Corporation has exercised its mandatory conversion rights pursuant to paragraph 3(c) hereof in connection with such consummation. (e) The number of votes of each share of Series E Preferred Stock and any Voting Parity Securities participating in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors votes described above shall be reduced by two. The voting rights granted by this Section 3(C) calculated on an as converted basis or, if not all of such stock is convertible or exchangeable for Common Stock, shall be in addition to any other voting rights granted proportion to the holders liquidation preference of the Series A Junior Participating Preferred Stock in this Section 3such share.

Voting Rights. The holders of shares of Series A B Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class B Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A B Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Class B Common Stock and Class A Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A B Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Class B Common Stock and Class A Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A B Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A B Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A B Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until Each such additional director shall serve until the default in payments next annual meeting of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may be filled by the vote of such holders. If and when such default or until his successor shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.be

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating A-2 Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating A-2 Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A-2 Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (Bb) Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of Series A Junior Participating A-2 Preferred Shares and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) In the event that dividends upon the Series A-2 Preferred Shares shall be in arrears in an amount equal to six full quarterly dividends thereon, the holders of such Series A-2 Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders’ meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A-2 Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation. Notwithstanding the foregoing, if the holders of such Series A-2 Preferred Shares have no special elected two members of one class of the Board of Directors, they shall not have the right to elect additional members of the Board of Directors until the term of the two directors previously elected has expired. All other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A-2 Preferred Shares shall continue until all accumulated and their consent unpaid dividends thereon shall have been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A-2 Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A-2 Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the Amended and Restated Bylaws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A-2 Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for such Series A-2 Preferred Shares to elect the election of other two directors of the Corporationhereinabove provided for, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A-2 Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the Bylaws and without the vote of the holders of Series A Junior Participating A-2 Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A-2 Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A-2 Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A-2 Preferred Shares, shall, until the next meeting of stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of Series A-2 Preferred Shares having the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A-2 Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A-2 Preferred Shares or by a director elected by such holders shall forthwith terminate. (d) Except as otherwise provided herein, in the Certification of Incorporation or Amended and Restated Bylaws of the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to Corporation, the holders of Series A-2 Preferred Shares and the Series A Junior Participating Preferred holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

Voting Rights. (a) Holders of Preferred Stock will not have any voting rights except as from time to time required under the General Corporation Law of the State of Delaware and as set forth in this Section 6 and Section 14 hereto. The holders holder of shares each share of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each right to one vote for each share of Series A Junior Participating Common Stock into which such share of Preferred Stock could then be converted (with any fractional share, determined on an aggregate conversion basis, being rounded to the nearest whole share) and, with respect to such vote, such holder shall entitle the holder thereof to a number of votes have full voting rights and powers equal to the Adjustment Number on all matters submitted to a vote voting rights and powers of the stockholders holders of shares of Common Stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the CorporationCompany, and, except as provided in this Section 6 and Section 14 hereto, shall be entitled to vote, together with holders of shares of Common Stock, as a single class with respect to any question or matter upon which holders of shares of Common Stock have the right to vote. (Bb) Except as required by lawIf and whenever six full quarterly dividends, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) , payable on any share or shares of Series A Junior Participating the Preferred Stock are in defaultnot paid, the number of directors constituting the Board of Directors of the Corporation shall will be increased by two. In addition to voting together with two and the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately together as a class single class, will be entitled to elect those additional directors. In the exclusion event of such a non-payment, any holder of Preferred Stock may request that the Company call a special meeting of the holders of Common StockPreferred Stock for the purpose of electing the additional directors, shall be entitled at said and the Company must call such meeting within twenty (20) days of stockholders (and at each subsequent annual request. If the Company fails to call such a meeting upon request, then any holder of stockholders), unless Preferred Stock can call such a meeting. If all accumulated dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared in full and set apart for payment prior thereto, to vote dividends for the election of two directors of the Corporationcurrent quarterly dividend period have been paid, the holders of any Series A Junior Participating Preferred Stock being entitled will no longer have the right to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until vote on directors and the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms term of office of all persons who may have been each director so elected directors pursuant to said special voting rights shall forthwith terminate, will terminate and the number of directors constituting members of the Board of Directors shall will, without further action, be reduced by two. The voting rights granted by provided in this Section 3(C6(b) shall be in addition to any other voting rights granted represent the sole remedy available to the holders of the Series A Junior Participating Preferred Stock in for the Company’s failure to pay dividends on Preferred Stock. (c) In any case where the holders of Preferred Stock are entitled to vote as a class under this Section 36 or Section 14 hereto, each holder of Preferred Stock will be entitled to one vote for each share of Preferred Stock owned by such holder.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle Trustee, as the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockSpecial Voting Share, shall possess and shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Holdings at a Holdings Meeting and the right to consent in connection with a Holdings Consent; provided, that neither the Trustee nor any representative of the Trustee shall be required to attend any Holdings Meeting in person in order to exercise the Voting Rights hereunder. The Voting Rights shall be and remain vested in and exercised by the Trustee. (a) Subject to Section 4.1(c), the Trustee shall exercise the Voting Rights at the time at which the Holdings Meeting is held or a Holdings Consent is sought only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof ; (b) Subject to Section 4.1(c), to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; (c) Notwithstanding Sections 4.1(a) and 4.1(b), in the event that under applicable law any matter requires the approval of the holder of record of the Special Voting Share, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporationclass, the holders Trustee shall, in respect of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph such vote, exercise all Voting Rights: (Ai) of this Section 3. Until where such matter would require the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders shareholders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director Holdings at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by Holdings Meeting in addition to the vote of the holder of record of the Special Voting Share, voting separately as a class, (a) in favor of such holders. If and when such default shall cease to exist, matter where the result of the vote of holders of Holding Shares and the Series A Junior Participating Preferred Stock shall be divested Beneficiary Votes, voting together as a single class on such matter (absent the need for a separate class vote by the Special Voting Share), would result in the approval of such matter, and (b) against such matter where the result of the foregoing special vote of holders of Holding Shares and the Beneficiary Votes, voting rightstogether as a single class on such matter (absent the need for a separate class vote by the Special Voting Share), subject to revesting would not result in the approval of such matter; and (ii) as directed by Holdings where such matter would require only the vote of the holder of record of the Special Voting Share, voting separately as a class, and the Beneficiaries will have no Beneficiary Votes with respect thereto; provided, that in the event of each and every subsequent like default in payments of dividends. Upon a vote on a proposed amendment (whether proposed by the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Holdings Board of Directors shall be reduced or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted Person that is eligible to make such proposal) to the holders articles of association of Holdings which would adversely affect the Series A Junior Participating Preferred Stock in this Section 3Voting Rights, the Trustee shall exercise the Voting Rights for or against such proposed amendment based on instructions from the Beneficiaries.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, neither the Series A Junior Participating Preferred Stock Units nor the Series B Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units and Series B Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units or Series B Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders or Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders or Series B Holders shall be entitled to one vote per Series A Preferred Unit or Series B Preferred Unit, as applicable. Any Series A Preferred Units or Series B Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The (a) Except as otherwise required by law or set forth in this Certificate of Incorporation, the holders of shares of Series A Junior Participating Preferred Stock shall have be entitled to notice of any meeting of stockholders and shall vote together with the following voting rights: (A) Each share holders of Series A Junior Participating Common Stock as a single class upon any matter submitted to the stockholders for a vote. With respect to all questions as to which, under law, stockholders are required to vote by classes or series, the Preferred Stock shall vote separately as a single class and series apart from the Common Stock. Shares of Common Stock and Preferred Stock shall entitle the holder holders thereof to a the following number of votes equal on any matter as to the Adjustment Number on all matters submitted which they are entitled to a vote of the stockholders of the Corporation.vote: (Bi) Except as required by law, by Section 3(CHolders of Common Stock shall have one vote per share; and (ii) and by Section 10 hereof, holders Holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except that number of votes per share as is equal to the extent they are number of shares of Common Stock (including fractions of a share) into which each such share of Preferred Stock held by such holder could be converted (without giving effect to the conversion of any accrued but unpaid dividends) on the date for determination of stockholders entitled to vote with holders at the meeting or on the date of Common Stock as set forth herein) for taking any corporate actionwritten consent. (Cb) If, at Any provision of the time By-Laws of any annual meeting of stockholders for the election of directors, Corporation to the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultcontrary notwithstanding, the number of directors constituting the whole Board of Directors of the Corporation shall not be increased by two. In addition to voting together with fixed at a number other than seven without the prior written consent of the holders of Common Stock for the election of other directors at least sixty percent (60%) of the CorporationSeries B Preferred Stock then outstanding as provided in Section 3(a) of this Article FOURTH. The Board of Directors shall not delegate any of its powers or duties to any committee of the Board of Directors without the consent of at least a majority of the Preferred Stock Directors. (c) At all times during which shares of Series B Preferred Stock remain outstanding, the holders of record the outstanding shares of Series B Preferred Stock shall have the exclusive right, separately from the Common Stock, Seed Preferred Stock and Series A Junior Participating Preferred Stock, voting separately as a class to elect two directors of the exclusion Corporation (the “Series B Preferred Stock Directors”). The Series B Preferred Stock Directors shall be elected by the vote or written consent of the holders of Common at least a majority of the outstanding Series B Preferred Stock. If a Series B Preferred Stock Director shall cease to serve as a director for any reason, shall be entitled at said meeting another director elected by the holders of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating B Preferred Stock have been paid shall replace such director. Any Series B Preferred Stock Director may be removed, with or declared without cause, and set apart for payment prior theretoa replacement Series B Preferred Stock Director may be elected in his stead, to at any time by the affirmative vote at a meeting duly called for the election of two directors purpose, or by written consent, of the Corporationholders of more than sixty percent (60%) of the outstanding Series B Preferred Stock. (d) At all times during which shares of Series A Preferred Stock remain outstanding, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share the outstanding shares of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so the exclusive right, separately from the Common Stock, Seed Preferred Stock and Series B Preferred Stock, to elect three directors of the Corporation (the “Series A Preferred Stock Directors”). The Series A Preferred Stock Directors shall be elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote or written consent of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast least a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holdersoutstanding Series A Preferred Stock. If and when such default a Series A Preferred Stock Director shall cease to existserve as a director for any reason, another director elected by the holders of the Series A Junior Participating Preferred Stock shall replace such director. Any Series A Preferred Stock Director may be divested removed, with or without cause, and a replacement Series A Preferred Stock Director may be elected in his stead, at any time by the affirmative vote at a meeting duly called for the purpose, or by written consent, of the foregoing special voting rights, subject to revesting in the event holders of each and every subsequent like default in payments of dividends. Upon the termination more than sixty percent (60%) of the foregoing special voting rightsoutstanding Series A Preferred Stock. (e) The holders of the outstanding shares of Common Stock shall have the exclusive right, separately from the terms Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock, to elect one director of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting Corporation (the Board of Directors “Common Stock Director”). The Common Stock Director shall be reduced elected by twothe vote or written consent of the holders of a majority of the outstanding Common Stock. The voting rights granted If the Common Stock Director shall cease to serve as a director for any reason, another director elected by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Common Stock shall replace such director. Any Common Stock Director may be removed, with or without cause, and a replacement Common Stock Director may be elected in his stead, at any time by the affirmative vote at a meeting duly called for the purpose, or by written consent, of the holders of a majority of the outstanding Common Stock. (f) All other directors of the Corporation shall be elected by the holders of the Common Stock and Preferred Stock voting together as a single class, with the holders of Preferred Stock to have that number of votes as is determined in accordance with Section 4(a)(ii) of this Section 3Article FOURTH.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. Except as otherwise provided herein, in any other Articles of Amendment creating a series of Preferred Stock or any similar stock of the Corporation, or by law, the holders of Series A Junior Participating Preferred Stock and the holders of Common Stock and Class A Stock and any other capital stock of the Corporation having general voting rights shall vote together, as one class, on all matters submitted to a vote of shareholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their vote or consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock and Class A Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock and Class A Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock and Class A Stock, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.this

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Preferred Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other shareholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of shareholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the such Series A Junior Participating Preferred StockShares to elect the two directors hereinabove provided for, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of shareholder for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number articles of directors constituting the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Preferred Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other shareholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of shareholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the such Series A Junior Participating Preferred StockShares to elect the two directors hereinabove provided for, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of shareholder for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, in the Amended and Restated Articles of Incorporation of the number of directors constituting the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders This Agreement represents the agreement of the parties hereto with respect to the voting of the shares of Series A Junior Participating Preferred Stock Parent common stock to be issued in the Merger and Acquisitions and any other capital stock now or hereinafter acquired by them (subject to adjustment for any stock splits, stock dividends, recapitalizations or similar events, the "Shares"). The Shareholders shall have be entitled to the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number number of Shares legally and beneficially owned by such Shareholder, as adjusted from time-to-time and shall have voting rights on all matters submitted which are subject to a the vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) IfParent common stock; provided, at the time of any annual meeting of stockholders for the election of directorshowever, the equivalent of six quarterly dividends (whether or parties hereto hereby agree that they will not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting vote to approve a transaction listed below recommended by the Board of Directors of the Corporation shall be increased Parent, unless approved by two. In addition to voting together with the holders of Common Stock for the election of other directors Seventy-Five Percent (75%) of the CorporationShares then held by the Shareholders, which approval shall not be unreasonably withheld or delayed: (a) any increase in the authorized number of shares of the Parent common stock; (b) any amendment, modification or change to the Certificate of Incorporation or By-Laws of Parent. The Board of Directors of Parent shall initially consist of seven (7) members. Unless otherwise agreed by the holders of record Seventy-Five Percent (75%) of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only Shares then held by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of Shareholders (excluding any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting person in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rightsdeath or incapacity), the terms of office of all persons who may have been elected directors pursuant Shareholders shall use commercially reasonable efforts to said special voting rights shall forthwith terminate, and cause the Parent (i) to continue to fix the number of directors constituting the Board of Directors at seven (7) members, and (ii) to nominate each of: Messrs: Robert Agresti, Gregory DeSaye, Terrance MacAvery, and Raymer McQuist▇▇ ▇▇▇ ▇▇▇▇▇▇▇n ▇▇ ▇▇▇▇▇▇▇▇▇ ▇f ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ annua▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ckholder's meeting of the Parent. The Shareholders further agree to vote all of their Shares to elect each such person as a director of the Parent. This Agreement, assumes that the Parent has effectuated its reverse stock split as contemplated by the terms and conditions of the definitive agreements to consummate the Acquisitions. Unless and until such split is effectuated, the number of Shares subject to this Agreement shall be reduced by two. The voting rights granted by this Section 3(Cthe actual number of shares issued (or deemed issued) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Shareholders.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units or the Series E Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the M▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) 16.5(b). In the event that six quarterly Series E Distributions, whether consecutive or not, are in arrears, the Series E Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, at a meeting of the General Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series E Holders holding a majority of the Outstanding Series E Preferred Units, to elect one member of the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be in addition increased as needed to any other accommodate such change; provided, however, that such right of the Series E Holders shall not apply to the election of another director if (i) Series E Holders and holders of Parity Securities upon which like voting rights granted have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series E Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series E Distributions accumulated and in arrears on the Series E Preferred Units, at which time such right shall terminate, subject to the holders revesting of such right in the event of each and every subsequent failure to pay six quarterly Series E Distributions as described above in this Section 16.5(b). Upon any termination of the right of the Series A Junior Participating Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders, Series E Holders and holders of any other Parity Securities voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series E Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series E Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units and Series E Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units or Series E Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders or Series E Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders or Series E Holders shall be entitled to one vote per Series A Preferred Unit, Series B Preferred Unit or Series E Preferred Unit, as applicable. Any Series A Preferred Units, Series B Preferred Units or Series E Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I or Class II of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) ), and by Section 10 ------------ ---------- hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph Section ------- 3 (A) of this Section 3. Until the default in payments of all dividends which that permitted the ---- election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed ------------ at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any ------------ other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.. ----------

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Company, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each Except as provided in paragraph (c) of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (Bb) Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of shares of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock shall vote together as set forth herein) for taking any corporate actionone class on all matters submitted to a vote of shareholders of the Corporation. (Ci) If, at on the time date used to determine shareholders of record for any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly a default in preference dividends (whether or not consecutiveas defined in subparagraph (v) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears below) on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall have the right, voting as a class as described in subparagraph (ii) below, to elect two directors, and the holders of shares of Common Stock shall have the right to elect the remaining directors. Such right may be exercised at any meeting of shareholders for the election of directors until all such cumulative dividends (referred to above) shall have been paid in full or until noncumulative dividends have been paid regularly for at least one year. (ii) The right of the holders of Series A Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series A Preferred Stock and any additional series of Preferred Stock which the Corporation may issue and which may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." (iii) Each director elected by the holders of shares of Voting Preferred Stock shall be divested referred to herein as a "Preferred Director." A Preferred Director so elected shall continue to serve as such director for a term of one year, except that upon any termination of the foregoing special voting rightsright of all of such holders to vote as a class for Preferred Directors, the term of office of such directors shall terminate. Any Preferred Director may be removed by, and shall not be removed except by, the approval the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, subject to revesting Section 303 of the General Corporation Law of the State of California. (iv) So long as a default in any preference dividends on the Series A Preferred Stock shall exist or the holders of any other series of Voting Preferred Stock shall be entitled to elect Preferred Directors, (a) any vacancy in the event office of each a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and every subsequent like filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class, at such time as the removal shall be effected. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. (v) For purposes hereof, a "default in payments of preference dividends. Upon " on the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors Series A Preferred Stock shall be reduced by two. The voting rights granted by this Section 3(C) deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Series A Preferred Stock shall be in addition equivalent to any other voting rights granted six full quarterly dividends or more (whether or not consecutive), and, having so occurred, such default shall be deemed to the holders exist thereafter until, but only until, all cumulative dividends on all shares of the Series A Junior Participating Preferred Stock in this Section 3then outstanding shall have been paid through the last Quarterly Dividend Payment Date or until, but only until, non-cumulative dividends have been paid regularly for at least one year.

Voting Rights. (a) The holders of record of shares of Series A Junior Participating B Preferred Stock shall have the following not be entitled to any voting rights:rights except as hereinafter provided in this Section 9 or as otherwise provided by law. (Ab) Each share The holders of the shares of Series A Junior Participating B Preferred Stock (i) shall entitle be entitled to vote with the holder thereof holders of the Common Stock on all matters submitted for a vote of holders of Common Stock (voting together with the holders of Common Stock as one class), (ii) shall be entitled to a number of votes equal to the Adjustment Number on all matters submitted number of votes to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders which shares of Common Stock as set forth herein) for taking any corporate action. (C) If, issuable upon conversion of such shares of Series B Preferred Stock would have been entitled if such shares of Common Stock had been outstanding at the time of the applicable vote and related record date and (iii) shall be entitled to notice of any annual stockholders' meeting in accordance with the certificate of stockholders incorporation and bylaws of the Corporation; provided, however, that solely for the election purposes of directorssubsection (ii) above, the equivalent Conversion Price used to determine the number of six quarterly dividends (whether or not consecutive) payable on any share or shares of Common Stock issuable upon conversion of such shares of Series A Junior Participating B Preferred Stock shall be deemed to be $_[an amount equal to the lesser of (a) $1.26 (the Market Price on the date the Purchase Agreement was executed) and (b)(i) in the event the Market Price on the Original Issue Date is greater than $1.15, then such Market Price or (ii) in the event the Market Price on the Original Issue Date is less than or equal to $1.15, then the initial Conversion Price (as revised in accordance with the formula set forth in the definition of "Series B Preferred Certificate of Designations" in the Purchase Agreement)] (the "Deemed Conversion Price"), subject to adjustment as provided in Section 7(c), provided, further, however, that the Deemed Conversion Price shall not be adjusted pursuant to Section 7(c)(i) below the Market Price on the Original Issue Date. For the avoidance of doubt, the Deemed Conversion Price shall not affect any other provision of this Certificate and shall have no application following the conversion of shares of Series B Preferred Stock pursuant to Section 7 hereof. (c) So long as any shares of Series B Preferred Stock are in defaultoutstanding, the number of directors constituting the Board of Directors of the Corporation shall be increased not, without the written consent or affirmative vote at a meeting called for that purpose by two. In addition to voting together with the holders of Common Stock for the election of other directors at least a majority of the Corporation, the holders outstanding shares of record of the Series A Junior Participating B Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stocksingle class: (i) amend, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid alter or declared and set apart for payment prior thereto, to vote for the election of two directors repeal any provision of the Corporation's certificate of incorporation (by merger or otherwise) or bylaws so as to adversely affect the preferences, rights or powers of the Series B Preferred Stock; provided that any such amendment, alteration or repeal to create, authorize or issue any Junior Securities, or any security convertible into, or exchangeable or exercisable for, shares of Junior Securities, shall not be deemed to have any such adverse effect; (ii) create, authorize or issue any Senior Securities or Parity Securities, or any security convertible into, or exchangeable or exercisable for, shares of Senior Securities or Parity Securities; (iii) repurchase or redeem any of its equity securities or rights to acquire equity securities (other an from an employee, director or consultant following the termination of employment or service with the Corporation of such Person); (iv) declare or pay any dividend on the Common Stock; or (v) for so long as the Corporation is entitled to exercise its Call Right pursuant to Section 2.3 of the Purchase Agreement, sell or offer to sell any equity security, any security convertible into or exercisable for such class or series of equity securities or any right to purchase or otherwise acquire any of the foregoing, the holders price of any Series A Junior Participating Preferred Stock being entitled which, on an as-converted and as-exercised basis, is an amount equal to cast a number or less than 65% of votes per share the Conversion Price in effect on either the date of Series A Junior Participating Preferred Stock as is specified in paragraph (A) the sale or of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease offer to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative sell; provided that no such consent or vote of the holders of Series B Preferred Stock shall be required if at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such securities is to be made, as the case may be, all shares of Series A Junior Participating B Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders outstanding shall have been called for that purpose, and any vacancy thereby created may be filled redemption by the vote of such holders. If and when such default shall cease to exist, Corporation or submitted for repurchase by the holders of thereof in accordance with Section 5 or Section 6, as the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who case may have been elected directors pursuant to said special voting rights shall forthwith terminatebe, and the number of directors constituting the Board of Directors funds necessary for such redemption or repurchase shall be reduced by two. have been set aside. (d) The voting rights granted by this consent or votes required in Section 3(C9(c) shall be in addition to any other voting rights granted approval of stockholders of the Corporation which may be required by law or pursuant to any provision of the holders Corporation's certificate of incorporation or bylaws, which approval shall be obtained by vote of the stockholders of the Corporation in the manner provided in Section 9(b). (e) As provided in Section 5.4 of the Purchase Agreement, so long as each Warburg and Broadview Beneficially Owns at least twenty-five percent (25%) of the shares of the Series A Junior Participating B Preferred Stock issued to it each Purchaser pursuant to the Purchase Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and upon exercise of the Warrants issued hereunder but excluding the shares of Series B Preferred Stock issuable upon the Company's Call Right), Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "BOARD DESIGNEE") to the Board of Directors. The Board Designees shall be duly appointed in accordance with the Corporation's bylaws, Certificate of Incorporation and the General Corporation Law of Delaware. Each of the Board Designees so elected shall serve for a term of three years as a Class [II] Director (as designated in the Corporation's Certificate of Incorporation) and until his or her successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Board of Directors of the Corporation), each Board Designee shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors for so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Corporation's Board of Directors). Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be made only by Warburg or Broadview, respectively. The Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg or Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. Warburg's entitlement to appoint its Board Designee pursuant to this Section 39(e) shall be in addition to Warburg's rights under Section 9(e) of the "Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Proxim Corporation" filed with the Secretary of State of the State of Delaware on August 5, 2002.

Voting Rights. (a) The holders Holders shall be entitled to notice of shares any meeting of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except Corporation and, except as otherwise required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock as a single class upon any matter submitted to the stockholders for a vote. (b) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such Holder, together with its Attribution Parties, as are convertible on the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time pursuant to Section 6 hereof and subject to the Beneficial Ownership Limitation), but without regard as to whether sufficient shares of Common Stock are available out of the Corporation’s authorized by unissued stock, for the election purpose of effecting the conversion of the Preferred Stock. (c) As long as [Alyeska Entities] hold 20% or more of the shares of Preferred Stock issued as of the closing of the Business Combination, the Corporation shall not, without the affirmative vote or action by written consent of the Holders of 80% of the issued and outstanding shares of the Preferred Stock (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Corporation; (ii) amend, alter or repeal the Corporation’s articles of incorporation or bylaws, this Certificate of Designation or any similar document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred Stock; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other directors security convertible into or exercisable for any equity security, unless such security ranks junior to the Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock; (iv) except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking junior to the Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem and capital stock of the Corporation ranking junior to the Preferred Stock, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation; (v) enter into any transaction with an affiliate that is not on arms’-length terms, other than the issuance of equity or awards to eligible participants under the Corporation’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Corporation, the holders in each case regardless of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall whether such person (or such person’s affiliates) would be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors considered an affiliate of the Corporation; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote aggregate indebtedness of the holders of Corporation and its subsidiaries for borrowed money following such action would exceed $5,000,000; provided, however, that the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not be divested considered indebtedness for purposes of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders of the Series A Junior Participating Preferred Stock in this contrary herein, Section 36(d) may not be amended, modified or waived.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bi) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with specifically provided herein or required by the DGCL, the Holders and the holders of Common Stock will vote together as set forth herein) for taking any corporate action. (C) Ifa single class on all matters as to which the approval of the stockholders may be required, at the time of any annual meeting of stockholders except for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation which shall be increased covered by twoSection 5(a)(ii)-(d). In addition Holders will vote on an as-converted basis based on the Conversion Price (subject to adjustment pursuant to Section 13(a)(i), (iv) and (v)), and with respect to such vote, will have full voting together with rights and powers equal to the voting rights and powers of the holders of Common Stock for and the election of other directors of Holders entitled to vote shall be determined on the Corporation, record date on which the holders of record Common Stock entitled to vote are determined for such vote; provided, however, fractional votes will not be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Redeemable Convertible Preferred Stock held by each Holder could be converted) will be rounded to the Series A Junior Participating Preferred Stocknearest whole number (with one-half being rounded upward). (ii) In addition to and separate from the voting rights set forth in Sections 5(b) - (d) below, the Holders, with holders of any Parity Stock having similar voting separately rights, acting together as a class class, to the exclusion of the holders of Common Stock, shall have the right to elect up to that number of directors to the Board of Directors that constitutes a majority of the authorized number of members of the Board of Directors (the “PREFERRED DIRECTORS”); provided, however, that if, the percentage of Common Stock owned by the Holders on an as-converted basis, based on the Conversion Price (subject to adjustment pursuant to Section 13(a)(i), (iv) and (v)), is less than 50%, assuming exercise or conversion of all then-outstanding Options and Convertible Securities, then the Holders and holders of any Parity Stock having similar voting rights acting together as a class, to the exclusion of the holders of Common Stock, shall have the right to elect a number of Preferred Directors which represent a percentage of the Board of Directors that is equal to the percentage of Common Stock owned by the Holders on such as-converted basis, rounded to the nearest multiple of 10 percent. The Company and the Board of Directors shall take such action as may be necessary to ensure that the number of directors on the Board of Directors would allow for a whole number of Preferred Directors to be elected for such specified percentage of Preferred Directors. (iii) The relevant date for determining the Holders’ as-converted fully diluted percentage ownership of the Common Stock shall be the record date for determining stockholders of record of the Company entitled to vote at the next annual or special meeting, as the case may be, to be held for the purpose of electing directors, or if no such meeting has been held for thirteen months from the date of the last meeting held for such purpose or written consents obtained in lieu thereof, then on the date that is thirteen months from such date, in which case the term of office for such number of Preferred Directors in excess of the number of Preferred Directors that the Holders and holders of any Parity Stock having similar voting rights are then entitled to elect shall terminate immediately (such terminated Preferred Directors to be selected, if necessary, by Holders of a majority of the Redeemable Convertible Preferred Stock and holders of any Parity Stock having similar voting rights, acting together as a class, or, if no selection is made, by a majority of the members of the Board of Directors who are not Preferred Directors), and the vacancy shall be filled by a person appointed by a majority of those members of the Board of Directors who are not Preferred Directors. Any such director elected to fill a vacancy shall serve the same remaining term as that of the predecessor Preferred Director, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. If the holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, notify the Company in writing that they have determined to waive their right to elect all or any Preferred Directors, the Holders and holders of any Parity Stock having similar voting rights nevertheless shall have the right, during the effectiveness of such waiver, to designate one observer, to the Board of Directors (the “PREFERRED BOARD OBSERVER”), who, subject to the execution and delivery of a confidentiality agreement to the Company (in form and substance reasonably satisfactory to the Company), may attend meetings of the Board of Directors and receive any materials distributed to the Board of Directors in connection with such meetings. After the Issue Date, the Preferred Directors shall have the right and power to designate one Preferred Director as a member of each committee of the Board of Directors; provided, that if the rules of the American Stock Exchange or any other national securities exchange or automated quotation system applicable to a committee (if and to the extent applicable to the Company) require all members of such committee to be independent, the Preferred Director designated as a member of such committee shall satisfy the independence requirements of such national securities exchange or automated quotation system. For purposes of electing the Preferred Directors, holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may nominate the nominees for election as the Preferred Directors. For purposes of designating the Preferred Board Observer, if any, or any replacement thereof, holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may designate the Preferred Board Observer. At any meeting of the Holders having a purpose of the election of the Preferred Directors, the presence, in person or by proxy, of holders of a majority in voting power of the shares of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, shall be required and be sufficient to constitute a quorum of such class for the election of any directors by such Persons. Holders of a majority in voting power of the shares of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may elect the Preferred Directors by vote or written consent in accordance with the DGCL. Any vacancy in the office of a Preferred Director may be filled by a person elected by holders of a majority in voting power of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class. A Preferred Director may be removed, with or without cause, by vote or by written consent, in each case in accordance with the DGCL by holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class. Any Preferred Director elected to fill a vacancy shall serve the same remaining term as that of his or her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. If required by the corporate governance requirements of the Exchange Act, the American Stock Exchange or any other national securities exchange or automated quotation system, a majority of the members of the Board of Directors shall be independent directors, two of whom shall be Preferred Directors; provided that if at such time the Board of Directors consists of less than six members, one of such independent directors shall be a Preferred Director. (b) If and whenever at any time or times a Voting Rights Triggering Event occurs, then the holders of shares of Redeemable Convertible Preferred Stock, voting as a single class with the holders of any other then-outstanding Parity Stock having similar voting rights (together, the “VOTING RIGHTS CLASS”), will be entitled at said the next regular or special meeting of stockholders of the Company to elect two additional directors of the Company. In connection with any election of directors pursuant to this Section 5(b), the size of the Board of Directors shall automatically, and without further action, be increased by two seats, effective immediately prior to such election. (c) The voting rights provided for in Section 5(b) may be exercised at a special meeting of the holders of the shares of the Voting Rights Class, called as hereinafter provided, or at any annual meeting of stockholders of the Company held for the purpose of electing directors, and thereafter at each subsequent annual meeting of stockholders), unless until such time as (i) all dividends in arrears on any shares of the Series A Junior Participating Preferred Stock Voting Rights Class shall have been paid in full and (ii) the redemption price for shares of Redeemable Convertible Preferred Stock, if any, required to be redeemed pursuant to Section 8 or declared 9 hereof shall have been paid in full, at which time or times such voting rights and set apart for payment prior thereto, to vote for the election of two directors term of the Corporation, directors elected pursuant to Section 5(d) shall terminate immediately. (d) At any time when such voting rights shall have vested in the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number shares of votes per share the Voting Rights Class, an Officer of Series A Junior Participating Preferred Stock as is specified in paragraph the Company may call, and, upon written request of the record holders of shares of the Voting Rights Class representing at least twenty-five percent (A25%) of this Section 3the aggregate voting power of the then-outstanding shares of the Voting Rights Class, addressed to the Secretary of the Company, shall call, a special meeting of the holders of shares of the Voting Rights Class. Until Such meeting shall be held at the default earliest practicable date upon the notice required for annual meetings of stockholders at a location designated by the Board of Directors and set forth in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to such notice. Notwithstanding the provisions of this Section 3(C5(d), no such special meeting shall be called during a period within the 60 days immediately preceding the date fixed for the next annual meeting of stockholders of the Company, in which such case the election of directors pursuant to Section 5(b) may shall be removed held at such annual meeting of stockholders. (e) At any timemeeting held for the purpose of electing directors at which the holders of shares of the Voting Rights Class shall have the right to elect directors as provided herein, without cause, only the presence in person or by proxy of the holders of shares representing a majority of the aggregate voting power of the then-outstanding shares of the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of the Voting Rights Class for the election of directors by the Voting Rights Class. Such directors shall be elected by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast constituting a majority of the votes entitled aggregate voting power of the Voting Rights Class present at such meeting, in person or by proxy. (f) Any director elected pursuant to be cast for the election voting rights set forth in Section 5(b) shall hold office until the next annual meeting of stockholders of the Company (unless such term has previously terminated pursuant to Section 5(c)) and any vacancy in respect of any such director shall be filled only by a person elected by holders of a majority in voting power of the Voting Rights Class at a special meeting called in accordance with the procedures set forth in Section 5(d), or, if no such special meeting is called, at the next annual meeting of such holders called for that purpose, and any vacancy thereby created may be filled by stockholders of the vote of such holdersCompany. If all accrued and when such default unpaid dividends on the Voting Rights Class have been paid in full and the redemption price for shares of Redeemable Convertible Preferred Stock, if any, required to be redeemed pursuant to Section 8 or 9 hereof shall cease to existhave been paid in full, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsas applicable, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, then the terms of office of all persons who may have been the directors elected directors pursuant to said special voting rights Section 5(b) by holders of the Voting Rights Class shall forthwith terminateterminate immediately, and the number of directors constituting the Board of Directors shall shall, without further action, be reduced by two. (g) So long as any shares of Redeemable Convertible Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Company shall not, without the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock whether by merger, consolidation or otherwise, create, authorize, increase the authorized amount of, or issue (i) any additional shares of Redeemable Convertible Preferred Stock (except in payment of dividends on outstanding Redeemable Convertible Preferred Stock), or (ii) any class or series of Senior Stock or Parity Stock (or any security convertible into Senior Stock or Parity Stock), except for Series B-2 Stock. The In addition, so long as any shares of Redeemable Convertible Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Company shall not, without the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock, (i) amend the Certificate of Incorporation or this Certificate of Designations, whether by merger, consolidation, combination or otherwise, in a manner that would adversely affect the rights of the Holders, (ii) approve any transaction (or series of related transactions) that may result in a Change of Control or (iii) increase or decrease the size of the Board of Directors. Unless a greater percentage shall then be required by law, compliance by the Company with the covenants set forth in Sections 14, 15 or 16 may be waived by the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock. (h) In exercising the voting rights granted by this Section 3(Cset forth in Sections 5(a) through 5(g), each share of Redeemable Convertible Preferred Stock shall be in addition entitled to one vote. Except with respect to any other vote where solely the Redeemable Convertible Preferred Stock and Series B-2 Stock are entitled to vote together as a class, in any case where the Holders of the Redeemable Convertible Preferred Stock are entitled to vote as members of a single class with holders of shares of any Senior Stock or Parity Stock having similar voting rights, each class or series shall have a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such class or series. (i) The Company may, without the consent of the Holders of Redeemable Convertible Preferred Stock, and in taking such actions the Company shall not be deemed to have affected adversely the rights, preferences, privileges or voting rights granted of the Holders, (i) authorize, increase the authorized amount of, or issue any class or series of Junior Stock or (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation or this Certificate of Designations in connection with any merger or consolidation of the Company of the type described in Section 13(e)(i) hereof or any statutory exchange of securities of the Company with another Person of the type described in Section 13(e)(iv) hereof; provided, however, that, subject to Section 9 hereof, in the event the Company does not survive the transaction, the shares of the Redeemable Convertible Preferred Stock will be converted into or exchanged for shares of the successor Person, having in respect of such successor Person the same rights, preferences or voting powers as the shares of the Redeemable Convertible Preferred Stock immediately prior to the holders consummation of such merger, consolidation, or statutory exchange, except that they shall be convertible into the kind and amount of cash, securities and other property as determined in accordance with Section 13(e) hereof; and provided further, however, that following any such statutory exchange, such successor Person shall succeed to and be substituted for the Company with respect to, and may exercise all of the Series A Junior Participating Preferred Stock in rights and powers of the Company under, this Section 3.Certificate of Designations and the Redeemable Convertible P

Voting Rights. The holders of shares of Series A Junior Participating D Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating D Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment product of (1) the Burlington Formula Number then in effect for each share of Series A Preferred Stock held of record on each matter on which holders of Burlington Stock are entitled to vote times (2) the maximum number of votes which the holders of Burlington Stock then have with respect to such matter. (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series D Preferred Stock, the holders of shares of Burlington Stock and the holders of any other class of capital stock entitled to vote in the election of directors shall vote together as one class for the election of directors of the Corporation. In addition, the holders of Series D Preferred Stock and the holders of Burlington Stock shall vote together as one class on all other matters submitted to a vote of the stockholders holders of the CorporationBurlington Stock. (Bc) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, If at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating D Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the other holders of Common Stock capital stock as set forth in Section 3(a) for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating D Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stocksuch other holders, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation11 (d) Except as provided herein, the in Section 11 or by applicable law, holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating D Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said no special voting rights and their consent shall forthwith terminate, and the number of directors constituting the Board of Directors shall not be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted required (except to the extent they are entitled to vote with holders of the Series A Junior Participating Preferred Burlington Stock in this Section 3as set forth herein) for authorizing or taking any corporate action. 4.

Voting Rights. The holders of shares Units of Series A Junior Participating Preferred Stock Membership Interests shall have the following not possess voting rights: power for any purposes (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal including but not limited to the Adjustment Number on all matters submitted to a vote purposes described in Section 1318(B) of the stockholders of the Corporation. (BAct) Except as required other than those for which voting power is conferred by lawSection 3.6 hereof, by this Section 3.7, by Section 3(C) and by Section 10 6.2 hereof, holders or on a series thereof by the resolution of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by twoestablishing such series. In addition to the voting powers so expressly conferred upon Preferred Membership Interests and in addition to voting rights granted to Preferred Membership Interests in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Louisiana, in case at any time the Company shall fail to declare and pay or set aside for payment in full any quarterly distribution on any series of Preferred Membership Interests and shall not on or before the sixth succeeding quarterly distribution payment date declare and pay or set aside for payment in full said distribution in arrears and also all distributions which shall in the meantime have become due and payable on all of the outstanding Preferred Membership Interests, such holders of all series of Preferred Membership Interests shall thereupon have and continue to have, the right, voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class for such purpose by plurality vote, with each Unit of Preferred Membership Interest having for purposes of the class votes provided for in this Article 3, the vote per share fixed for such share pursuant to Paragraph (g) of Section 3.2 hereof, to elect two Directors of the exclusion Company until all distributions accumulated and payable on the Preferred Membership Interests shall have been fully paid; and, during the continuance of such right of the holders of Common Stock, shall be entitled at said meeting all series of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, Membership Interests to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any elect such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existDirectors, the holders of the Series A Junior Participating Preferred Stock Units of Common Membership Interests shall be divested have the right, voting as a class, by plurality vote, to elect the remaining members of the foregoing special voting rights, subject to revesting in Board of Directors which the event of each and every subsequent like default in payments of dividends. Upon the termination holders of the foregoing special voting rights, Units of the Preferred Membership Interests are not entitled to elect. The terms of office of all persons who may be Directors of the Company at any time when such right to elect such Directors shall accrue to the holders of Units of Preferred Membership Interests shall terminate upon the election of their successors; and such election may be held at a special meeting of all Members of the Company which shall be convened at any time after the accrual of such right upon notice similar to that provided in this Agreement for calling the annual meeting of the Members, at the request in writing of the holders of record of at least 2% of the number of Units of Preferred Membership Interests then outstanding. In default of the calling of said meeting by a proper officer of the Company within five days after the making of such request, such meeting may be called on like notice by any holder of record of Preferred Membership Interests, for which purpose any such holder of Preferred Membership Interests shall have the right to have access to the list of Members of the Company. If such special meeting be not called prior to the next annual meeting, the holders of Preferred Membership Interests as one class for such purpose, and the holders of the Common Membership Interests as a second class, shall elect members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such distribution defaults shall have been made good. At all meetings of Members held, for the purpose of electing Directors, during the period holders of Preferred Membership Interests shall have the right to elect two members of the Board of Directors, a Majority of the Units of the then issued and outstanding Preferred Membership Interests as a class and of the Common Membership Interests as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of Preferred Membership Interests to elect two members of the Board of Directors, the term of office of all Directors elected by vote of the holders of Preferred Membership Interests as a class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of the Common Membership Interests, convened on like notice at the request in writing of the holders of record of at least 2% of the total number of Units of the Common Membership Interests then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Company within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Membership Interests of the Company, for which purpose any such holder of the Common Membership Interests shall have the right to have access to the list of Members of the Company. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preferred Membership Interests are entitled to elect two members of the Board of Directors as aforesaid, the number of Directors in office who have been elected directors by either the holders of the Preferred Membership Interests as a class or the holders of the Common Membership Interests as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of Members at a meeting thereof called for the purpose, or pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of Members, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in this Agreement for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of the Preferred Membership Interests as a class or the Common Membership Interests as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by Majority vote of the Preferred Membership Interests or of the Common Membership Interests at the time outstanding as appropriate, at a special meeting called for the purpose, but not otherwise. A special meeting of Members to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of Units entitled to cast at least 5% of the votes of the class of Units entitled to vote thereat or in such other manner as may be provided for in this Agreement. The term of office of any officer of the Company shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of Members held upon the accrual or termination of the voting rights of the holders of the Preferred Membership Interests to elect two members of the Board of Directors so that new Directors elected at any such special meeting of Members shall be empowered to choose new officers of the Company or any thereof in their discretion. On all matters as to which no voting power is conferred on the Preferred Membership Interests by this Article 3 or by the resolution of the Board of Directors establishing such series as to which a vote of the Preferred Membership Interests is mandatorily required by the laws of the State of Louisiana, the authorization of such matter by the Preferred Membership Interests may be granted by the vote of the holders of Units of the Preferred Membership Interests (acting as one class) then outstanding having a Majority of the Units (as fixed pursuant to said special voting rights Paragraph (g) of Section 3.2 hereof) entitled to be cast by the Preferred Membership Interests. The holders of each class of Preferred Membership Interests shall forthwith terminatebe entitled to vote as a class upon a proposed amendment to the Company's Articles of Organization or this Agreement, and the holders of the outstanding Units of a series of Preferred Membership Interests shall be entitled to vote as a class upon a proposed amendment to the Company's Articles of Organization or this Agreement, whether or not otherwise entitled to vote thereon by the provisions of the Company's Articles of Organization, this Agreement or the resolution establishing such class or series, if the amendment would accomplish any of the following: (1) increase or decrease the aggregate number of directors constituting authorized Units of such class or series; (2) increase or decrease the fixed liquidation price of the Units of such class or series; (3) effect an exchange, reclassification, or cancellation of all or part of the Units of such class or series; (4) effect an exchange, or create a right of exchange, of all or any part of the Units of another class or series into the Units of such class or series; (5) change the designations, preferences, limitations, or relative rights of the Units of such class or series; (6) change the Units of such class or series into the same or a different number of Units of the same class or series or another class or series; (7) create a new class or series of Membership Interests having rights and preferences equal, prior, or superior to the Units of such class or series, or increase the rights and preferences of any class or series having rights and preferences equal, prior, or superior to the Units of such class or series; (8) divide the Units of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the Units of such series; (9) limit or deny any existing preemptive rights of the Units of such class or series; or (10) cancel or otherwise affect distributions on the Units of such class or series which has accumulated but had not been declared. Series A 8.25% Preferred Membership Interests. One hundred thousand (100,000) Units of authorized Preferred Membership Interests classified as Preferred Membership Interests, shall constitute a series of Preferred Membership Interests, and are designated as Series A 8.25% Preferred Membership Interests (the "Series A 8.25% Preferred Membership Interests"); the fixed distribution rate, issued quarterly, on the Units of such series is 8.25% of the fixed liquidation price per annum, and such distributions are cumulative from the the most recent date through which dividends have been paid on the EGSI Series A 8.25% Preference Stock (as defined hereinafter) or, if no such dividend payments have been made, the date of original issue of the EGSI Series A 8.25% Preference Stock, with the first distribution payable March 15, 2008; such Units may be redeemed by the Company in whole or in part at any time on or after December 15, 2015, and the fixed redemption price on the Units of such series for such redemption, is $ 100 per Unit. No Units of the Series A 8.25% Preferred Membership Interests may be redeemed in whole or in part prior to December 15, 2015. The fixed liquidation price for the Units of the Series A 8.25%Preferred Membership Interests is $100.00 per Unit. The Series A 8.25% Preferred Membership Interests have no exchange or conversion rights. Each Unit of Series A 8.25%Preferred Membership Interests will be issued as a result of the merger of Entergy Gulf States Louisiana, Inc., a Texas corporation, formerly known as Entergy Gulf States, Inc. ("EGSI") into the Company, with the Company surviving. Upon the consummation of such merger, each share of Series A 8.25% Preference Stock of EGSI ("EGSI Series A 8.25% Preference Stock") shall be converted into one Unit of Series A 8.25% Preferred Membership Interests. A vote of one vote per Unit is hereby fixed for each Unit of Series A 8.25% Preferred Membership Interests on such matters, and only such matters as to which the Units of such series are entitled to vote under this Agreement or by law. Capitalization of Preferred Membership Interests. Each class and series of Units of Preferred Membership Interests in the Company may have such fixed liquidation price, or may be without fixed liquidation price, as shall be provided by this Agreement or by resolution of the Board of Directors in connection with the establishment of such class or series. Where Units of Preferred Membership Interests without a fixed liquidation price are issued, the Board of Directors shall be reduced by tworesolution establish a stated capital value thereof in connection with each such issuance. The voting rights granted by this Section 3(C) In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value and sufficiency of the consideration received for Units of Preferred Membership Interests shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3conclusive.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units or the Series D Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the ▇▇▇▇▇▇▇▇ Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C Preferred Units; provided, however, that following any listing of the Series C Preferred Units on a National Securities Exchange, such Series C Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C-1 Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C-1 Preferred Units; provided, however, that following any listing of the Series C-1 Preferred Units on a National Securities Exchange, such Series C-1 Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C-1 Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series D Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series D Preferred Units; provided, however, that following any listing of the Series D Preferred Units on a National Securities Exchange, such Series D Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series D Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units and Series D Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units are in arrears or (y) create or issue any Senior Securities. In addition, unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, Outstanding Series C-1 Preferred Units and the Outstanding Series D Preferred Units, respectively, voting as separate classes, the Partnership shall not create or issue any Senior Securities. (d) If any transaction representing a Change of Control is submitted to a vote of the Limited Partners for approval, the Series C Preferred Units, the Series C-1 Preferred Units and the Series D Preferred Units will have such voting rights pursuant to this Agreement as such Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units, as applicable, would have if they were converted into Common Units, at the then-applicable Series C Conversion Ratio, Series C-1 Conversion Ratio or Series D Conversion Ratio (calculated according to the definition of “Series D Conversion Ratio” as if the record date relating to such vote were the date the Series D Conversion Notice was provided to the Partnership), as applicable, and shall vote together with the Common Units as a single class on such matter. (e) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders and/or Series D Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders or Series D Holders shall be entitled to one vote in respect of each $25.00 in Stated Preferred Unit Liquidation Preference. Any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series Until a Class A Junior Participating Preferred Stock Voting Termination Event (as defined below) has occurred, the Class A Stockholders as a class and at all times during shall have the right to vote 50.1% of the Company’s voting interests and to elect four members of the Company’s Board of Directors (who will represent four of the seven votes of the Company’s Board of Directors) as provided in Section 2.1(b) hereof. A “Class A Voting Termination Event” shall occur upon the earlier of (1) ten years following voting rights: the grant of a PCS license (Aas the term is defined from time to time by the FCC) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote Company, or (2) the occurrence of the stockholders of following (i) the Corporation. (B) Except as required receipt by law, by Section 3(C) the Company and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of a legal opinion from regulatory counsel of nationally recognized standing to the Corporation effect that the FCC requirements for eligibility as a Small Business (as such term is defined by the FCC) are no longer applicable to the Company and that the voting rights of the Class A Common Stock and the Class C Common Stock can be modified in a manner that eliminates the special voting rights (as contemplated below) and such modification is permitted under the applicable FCC rules, regulations or policies, and (ii) the approval by the Board of Directors and the approval by the Outside Directors of such modification of the voting rights to eliminate such special voting rights (as contemplated below). Notwithstanding any provision to the contrary herein, upon a Class A Voting Termination Event the Company, the Board of Directors and the Stockholders shall be increased by two. In addition use their reasonable best efforts to amend the provisions of the Stockholders Agreement, the Charter and the Bylaws of the Company as each relates to the special voting together with rights of the holders Class A Stockholders and the Class C Common Stockholders in a manner to provide for (1) the Class A Common Stockholders and the Class C Common Stockholders to vote on a one vote per share basis of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating (including Preferred Stock, voting separately Stock on an as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholdersconverted basis), unless all dividends in arrears on (2) the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election reduction of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting elected by the Class A Stockholders as a class from four to two directors, with these two directors being nominated one by ▇▇▇▇▇▇▇▇ and second by ▇▇▇▇, and the reduction of the total directors on the Board from seven to five directors, (3) any of Directors the five director positions that are not nominated in accordance with the provisions of the Agreement shall be reduced nominated and elected by two. The the Stockholders of the relevant class voting on a one voter per share basis, and (4) the elimination of the supermajority voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Article III.” AMENDMENT NO. 2 TO AMENDED AND