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 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 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 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 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 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, 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 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 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 (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 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 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 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], (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 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. 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 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 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 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. 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 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 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 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 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) 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. 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 (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) 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. (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 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. 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. 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. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:. (A) Each Subject to the provisions for adjustment as hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 5,000 votes (and each one one-five thousandth of a number share of votes equal Junior Preferred Stock shall entitle the holder thereof to the Adjustment Number one vote) on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by classification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or less number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Junior Preferred Stock 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) Except as required otherwise provided herein, in the Certificate of Incorporation, in any other certificate of designation creating a series of preferred stock or any similar stock, or by law, by Section 3(C) and by Section 10 hereof, the holders of Series A shares of 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 and any other capital stock of the Corporation having general voting rights 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) IfIf at any time the Corporation shall not have declared and paid all accrued and unpaid dividends on the Junior Preferred Stock as provided in Section 2 hereof for four consecutive Quarterly Dividend Payment Dates, at the time of then, in addition to any annual meeting of stockholders voting rights provided for the election of directorsin paragraphs (A) and (B), the equivalent holders of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A the Junior Participating Preferred Stock are in defaultshall have the exclusive right, the number of voting separately as class, to elect two directors constituting on 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(such directors, 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 stockholdersDirectors"), 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 The right of the holders of the shares of Series A Junior Participating Preferred Stock at to elect the Preferred Directors shall continue until all such accrued and unpaid dividends shall have been paid. At such time, the terms of any of the Preferred Directors shall terminate. At any time when the holders of the Junior Preferred Stock shall have thus become entitled to cast elect Preferred Directors, a special meeting of shareholders shall be called for the purpose of electing such Preferred Directors, to be held within 30 days after the right of the holders of the Junior Preferred Stock to elect such Preferred Directors shall arise, upon notice given in the manner provided by law or the by-laws of the Corporation for giving notice of a special meeting of shareholders (provided, however, that such a special meeting shall not be called if the annual meeting of shareholders is to convene within said 30 days). At any such special meeting or at any annual meeting at which the holders of the Junior Preferred Stock shall be entitled to elect Preferred Directors, the holders of a majority of the votes entitled then outstanding Junior Preferred Stock present in person or by proxy shall be sufficient to be cast constitute a quorum 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 directors. The persons elected 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 at any meeting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, accordance with the terms of office the preceding sentence shall become directors on the date 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 3such election.

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 (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. 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. (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 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 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. (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 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 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. (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) Holders of shares of the Series A Junior Participating Preferred Stock 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 provided by applicable law and as set forth in this Section 6. (Bb) Except as required by law, by Section 3(C) and by Section 10 hereof, holders Whenever dividends on any shares of the 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 defaultarrears for an aggregate of six (6) or more Dividend Periods (whether consecutive or nonconsecutive) and remain unpaid (a “Preferred Dividend Default”), the number holders of the Series A Preferred Stock (voting separately as a class with all other holders of the Series A Preferred Stock and holders of all other series of the Company’s preferred stock upon which like voting rights have been conferred) will be entitled to elect by majority vote a total of two (2) additional directors constituting of the Company (the “Preferred Directors”) to serve on the Board of Directors (which, without the consent of a Required Majority, will not exceed seven (7) directors in total) until all unpaid dividends on the Corporation Series A Preferred Stock have been paid. (c) Election of directors that are authorized pursuant to Section 6(b) shall be increased conducted 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 at least twenty-five percent (25%) of the Series A Junior Participating Preferred Stock, voting separately as a class to Stock (unless such request is received less than ninety (90) days before the exclusion date fixed for the next annual or special meeting of the holders of Common Stock, shall be entitled Company’s stockholders) and otherwise at said the next annual meeting of stockholders (stockholders, and at each subsequent annual meeting of stockholders), unless stockholders until all dividends in arrears accumulated on the such Series A Junior Participating Preferred Stock for the prior Dividend Periods and the then-current Dividend Period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart aside for payment prior theretoand deposited in trust with an Eligible Trustee. In such case, to vote for the election entire Board of two directors Directors of the Corporation, the holders of any Series A Junior Participating Company will be increased by two (2) directors. So long as a 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 Dividend Default shall cease to existcontinue, any director who shall have been so elected pursuant to vacancy in the provisions office of this Section 3(C) a Preferred Director may be removed at any timefilled by written consent of the Preferred Director remaining in office, without causeor if none remains in office, only by the affirmative a vote of the holders of the shares record of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for outstanding Series A Preferred Stock when they have the election voting rights described above (voting separately as a class with all other series of any such director at a special meeting preferred stock of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. Company upon which like voting rights have been conferred or are exercisable). (d) If and when such default all accumulated dividends and the dividends for the then-current Dividend Period on the Series A Preferred Stock shall cease to existhave been paid in full or a sum sufficient has been authorized and set aside and deposited in trust with an Eligible Trustee for payment in full of all accrued and unpaid dividends, the holders of shares of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, rights set forth in clause (b) above (subject to revesting in the event of each and every subsequent like default future Preferred Dividend Default) and, if all accumulated dividends and the dividends for the then-current Dividend Period have been paid in payments of dividends. Upon the termination of the foregoing special voting rightsfull, the terms term of office of all persons who may have been each Preferred Director so elected directors pursuant to said special voting rights shall forthwith terminate, terminate and the number size of directors constituting the Board of Directors shall be reduced immediately decreased by twotwo (2) directors. The Any Preferred Director may be removed at any time, with or without cause, by the vote of, the holders of a majority of the outstanding Series A Preferred Stock when they have the voting rights granted set forth in clause (b) above. (e) Subject to Section 13, changes to the terms of the Series A Preferred Stock (other than non-substantive clarifications), shall be effective only upon vote of the Board of Directors and the affirmative vote of at least a Required Majority. (f) So long as any shares of the Series A Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of a Required Majority, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any other class or series of shares of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon a Liquidation or reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares of capital stock ranking senior in priority to the Series A Preferred Stock; (ii) except for Permitted Securities, authorize or create, or increase the authorized or issued amount of, any other class or series of shares of capital stock that ranks pari passu to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon a Liquidation or reclassify any authorized shares of capital stock of the Company into such capital stock; (iii) authorize or create, or increase the authorized or issued amount of, any additional shares of the Series A Preferred Stock; or (iv) amend, alter or repeal the provisions of the Certificate of Incorporation, this Certificate of Designations, the bylaws of the Company or any other document similar to the foregoing, whether by merger, consolidation, transfer or conveyance of substantially all of its assets, or otherwise so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock or the holders thereof (each such event specified in clauses (i), (ii), (iii) and (iv), an “Event”); provided, however, with respect to the occurrence of any of the Events set forth in clause (iv) of this Section 3(C6(f) shall be above, so long as any shares of the Series A Preferred Stock remain outstanding or are converted into securities of the surviving entity, in addition to any each case with terms, including rights, preferences, privileges and voting or other voting rights granted powers that are substantially similar in all material respects to the shares of the Series A Preferred Stock, taking into account that, upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting or other powers of holders of the Series A Junior Participating Preferred Stock; provided, further that (A) the creation or issuance of any other class or series of capital stock of the Company ranking junior to the Series A Preferred Stock in this Section 3.with respect to the payment of dividends or the distribution of assets upon a Liquidation, and (B) the creation or issuance of indebtedness or debt securities, shall not be deemed to materially and adversely affect

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. (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 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 (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 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 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. 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 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) 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 C Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A C 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 C 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 C 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 C 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 C 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 C Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A C Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of any existing class 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 C 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 C 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 C 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. If applicable, 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) 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 Series A Junior Participating PIK Preferred Stock shall have the following not be entitled to 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 Corporationrights except as hereinafter provided in this Section 4 or in Section 5 hereof or as otherwise provided by law. (Ba) Except as required by law, by Section 3(CIf and whenever: (i) and by Section 10 hereof, holders of Series A Junior Participating three dividends on the PIK Preferred Stock have not been paid in full; (ii) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law shall be commenced by or against the Company and, in the case of any such involuntary proceeding, such proceeding remains undismissed or unstayed for sixty (60) days following the commencement thereof, or the Company shall take any corporate action authorizing any such proceedings; (iii) if, for any reason (including the reason that funds are not legally available for a redemption), the Company shall have no special voting rights and their consent failed to discharge its scheduled redemption obligation on the Scheduled Redemption Date pursuant to Section 8(a) hereof or shall not be required have failed to discharge its redemption obligation based on the occurrence of a Change of Control pursuant to Section 8(c) hereof; or (except iv) the Company shall have failed to comply in any material respect with any of the extent they are entitled to vote with holders of Common Stock as covenants set forth hereinin Section 5 or 6 hereof and such noncompliance shall continue for a period of thirty (30) for taking days (any corporate action. such event referred to in clauses (Ci), (ii), (iii) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends or (whether or not consecutiveiv) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultabove being hereinafter referred to as a "Triggering Event"), the number of directors then constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with , and the holders of Common PIK Preferred Stock for then outstanding shall be entitled to elect two additional directors to serve on the election of other directors entire Board at any annual meeting of the Corporationstockholders or special meeting held in place thereof; provided, however, that if (A) the Liquidation Preference of the outstanding PIK Preferred Stock as of the date of the Triggering Event is 50% or less of the aggregate Liquidation Preference of PIK Preferred Stock issued to that date, including as pay-in-kind dividends on the PIK Preferred Stock, or (B) the amount of outstanding Liquidation Preference of PIK Preferred Stock as of the date of the Triggering Event shall thereafter be reduced by 50% or more, from the time after which the holders of record the PIK Preferred Stock first have the right hereunder to elect directors, the right to elect such additional directors shall be reduced to the right to elect one additional director. In any case, such election shall occur ninety (90) days after one of the Series A Junior Participating Preferred StockTriggering Events has occurred if such Triggering Event has not then been cured; provided, voting separately however, that once such Triggering Event has been cured, the right to elect such additional directors or director, as a class the case may be, shall automatically cease (but subject always to the exclusion same provisions for the vesting of such voting rights in the case of the occurrence of any subsequent Triggering Event) and the term of office of one director elected pursuant to such election shall forthwith terminate and the size of the entire Board shall be reduced accordingly. At any time after such (b) So long as any shares of PIK Preferred Stock remain outstanding, without the written consent 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 outstanding shares of PIK Preferred Stock or the election approval of any such director holders of a majority of the outstanding shares of PIK Preferred Stock at a special meeting of such holders called for that such purpose, the Company shall not amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation of the Company including, without limitation, this Annex A relating to the PIK Preferred Stock (by merger or otherwise) so as to adversely affect the specified preferences, rights, privileges, powers or voting rights of the PIK Preferred Stock; provided, however, that any vacancy thereby created may be filled by such amendment that reduces the vote dividend payable on or the Liquidation Preference of such holdersthe PIK Preferred Stock shall require the approval of each holder of PIK Preferred Stock adversely affected thereby. If and when such default shall cease to existSo long as any shares of PIK Preferred Stock remain outstanding, without the written consent of the holders of a majority of the Series A Junior Participating outstanding shares of PIK Preferred Stock or the approval of holders of a majority of the outstanding shares of PIK Preferred Stock at a meeting of such holders called for such purpose, the Company shall not, except with respect to such liquidation preference or stated amount of shares of any class of capital stock or series of preferred stock of the Company or any of its direct or indirect subsidiaries (including any pay-in-kind dividends paid thereon) as shall be issued in lieu of up to $600,000,000 of initial A-4 84 proceeds from the sale of debt securities as part of the Permanent Debt Financing and the first refinancing (if any) of the Permanent Debt Financing: (i) create, authorize or issue any Senior Securities, or increase the authorized number of shares of any such class or series, or reclassify any authorized stock of the Company into any Senior Securities or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any Senior Securities; (ii) issue any Parity Securities, directly or indirectly, to any Affiliate of the Company or its officers or directors; (iii) issue any Parity Securities so long as Manville Personal Injury Settlement Trust holds a majority of the outstanding shares of PIK Preferred Stock; provided, however, that no such consent or approval of the holders of PIK Preferred Stock shall be divested required with respect to the issuance of any shares of Parity Securities (the "Basket Parity Securities") otherwise in compliance with this Section 4(b)(A) having an initial liquidation preference (excluding pay-in-kind dividends) not exceeding $150,000,000 in the aggregate at any time outstanding and (B) on which the Company shall not, either on a mandatory basis or at its option, pay any dividends in cash or other property (other than payment in equity securities of the foregoing special voting rightsCompany that may be issued in compliance with this Section 4(b)) unless the Company is then paying semi-annual cash (rather than pay-in-kind) dividends on the PIK Preferred Stock; or (iv) issue any capital stock with a scheduled redemption date prior to the Scheduled Redemption Date (as hereinafter defined) or redeem, subject to revesting repurchase, pay dividends or make other distributions in cash or other property on capital stock following the Scheduled Redemption Date if the PIK Preferred Stock has not been redeemed in full. Except as set forth above in this Section 4(b) or in Section 5 hereof, (x) the creation, authorization or issuance of any Junior Securities or any Parity Securities, (y) a decrease in the event amount of each and every subsequent like default authorized capital stock of any class, including any preferred stock (other than as set forth in payments Section 1 hereof), or (z) an increase in the amount of dividends. Upon authorized capital stock of any class of Junior Securities or Parity Securities shall not require the termination consent 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 PIK Preferred Stock in this Section 3and shall be deemed not to affect adversely the specified preferences, rights, privileges, powers or voting rights of holders of PIK Preferred Stock.

Voting Rights. The (i) Except as otherwise required in this Certificate of Incorporation or by applicable law, the holders of shares of Series A Junior Participating Preferred Common Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to will vote together as a number of votes equal to the Adjustment Number single class on all matters submitted to a vote of the on which 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 generally are entitled to vote with (or, if any 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 entitled to voting vote together with the holders of Common Stock for the election of other directors of the CorporationStock, as a single class with the holders of record of the Series A Junior Participating Preferred Stock). 2 Note to Draft: To be 500,000,000 shares if the SPAC Class A Vote Proposal (as defined in the Business Combination Agreement) is not approved. (ii) Each holder of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, voting separately as a class and each holder of Class B Common Stock will 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, except that, in each case, to the exclusion fullest extent permitted by law and subject to Section 4.03(a)(iii), holders of the holders shares of each class of Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of any outstanding Preferred Stock if the holders of such Preferred Stock are entitled to vote as a separate class thereon under this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or under the DGCL. (A) The holders of the outstanding shares of 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 Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for separately upon any amendment to this Certificate of Incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the election powers, preferences or special rights of two directors such class of Common Stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the Class B Common Stock; and (B) The holders of the Corporationoutstanding shares of Class B Common Stock shall be entitled to vote separately upon any amendment to this Certificate of Incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of Common Stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the Class A Common Stock, it being understood that this Section 4.03(a)(iii)(B) shall not apply to any amendment in connection with a merger, consolidation or other business combination if such merger, consolidation or other business combination constitutes a Disposition Event in which holders of Paired Interests are required to cause their Mirion IntermediateCo Class B Common Stock to be redeemed and their associated shares of Class B Common Stock to be retired, or exchange such Paired Interests, pursuant to Section 4.04(d) of the Mirion IntermediateCo Charter in such Disposition Event and receive consideration in such Disposition Event in accordance with the terms of the Mirion IntermediateCo Charter as in effect prior to such Disposition Event. (iv) If at any time the ratio at which shares of Mirion IntermediateCo Class B Common Stock are redeemable or exchangeable for shares of Class A Common Stock pursuant to the Mirion IntermediateCo Charter is amended, 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 Class B Common Stock as is specified in paragraph (A) to which holders of this Section 3. Until the default in payments shares of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected Class B Common Stock are entitled 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(C4.03(a)(i) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3adjusted accordingly.

Voting Rights. The holders of shares of Series Class A Junior Participating Preferred Stock shall have the following voting rights: (Ai) Each share of Series Class 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 of the Corporation. (Bii) Except as required otherwise provided herein or by law, by Section 3(Cthe holders of shares of Class 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 Corporation. (a) If at any time dividends on any Class A Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark ▇▇▇ beginning of a period (herein called a "default period") which shall extend until such time when all accrued and by Section 10 hereofunpaid dividends for all previous quarterly dividend periods and for the currently quarterly dividend period on all shares of Class A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, holders of Series Class A Junior Participating Preferred Stock Stock, voting as a class, shall have no special voting rights and their consent shall not be required the right to elect two (except to the extent they are entitled to vote with holders of Common Stock as set forth herein2) for taking any corporate actionDirectors. (Cb) IfDuring any default period, such voting right of the holders of Class A Preferred Stock may be exercised initially at the time a special meeting called pursuant to subparagraph (c) of this paragraph 2(iii) or at any annual meeting of stockholders for stockholders; and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the election holders of directors, the equivalent ten percent (10%) in number of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series Class A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation outstanding shall be increased present in person or by twoproxy. In addition to voting together with The absence of a quorum of the holders of Common Stock for shall not effect the election of other directors of the Corporation, exercise by the holders of record Class A Preferred Stock of the Series A Junior Participating Preferred Stock, such voting separately as a class to the exclusion of right. At any meeting at which 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 Class 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 exercise such voting right initially during an existing default period, they shall have the foregoing special right, voting rightsas a class, subject to revesting elect Directors to fill such vacancies, if any, 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(Cas may then exist up to two (2) shall be in addition Directors or, if such right is exercised at an annual meeting, to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.elect two (2)

Voting Rights. The holders of shares of Series A Junior Participating B Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating B Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment product of (1) the Minerals Formula Number then in effect for each share of Series B Preferred Stock held of record on each matter on which holders of Minerals Stock are entitled to vote times (2) the maximum number of votes per share which the holders of Minerals Stock then have with respect to such matter. (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series B Preferred Stock, the holders of shares of Minerals 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 B Preferred Stock and the holders of Minerals Stock shall vote together as one class on all other matters submitted to a vote of the stockholders holders of the CorporationMinerals 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 B 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 B 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 Corporation, 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 B Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Minerals Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, 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, either 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 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(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating B Preferred Stock in this Section 3. (d) Except as provided herein, in Section 11 or by applicable law, holders of Series 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 Minerals Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. (a) The holders of record of shares of Series D Preferred shall be entitled to vote on an as-converted basis (calculated in accordance with Section 8(a) as of the close of trading on the last trading day of the most recently ended fiscal quarter of the Corporation) with the Class A Junior Participating Common Stock as a single class on all matters presented to the holders of the Class A Common Stock for vote, except as hereinafter provided in this Section 9 or as otherwise provided by law. So long as the provisions of Section 9(b)(i) entitle the holders of Series D Preferred Stock to designate the Series D Designee (as defined below), the holders of Series D 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. (i) On the Issue Date, the Board of Directors shall cause the total number of directors then constituting the whole Board of Directors to be increased by two and the holders of record the outstanding shares of Series C Preferred Stock shall be entitled to designate one director (the “Series C Designee”) for election to the Board of Directors of the Series A Junior Participating Preferred StockCorporation and, voting separately as a class to the exclusion of the holders of Common Stockseries, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on have the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, exclusive right to vote for the election of two directors such designee to the Board of the CorporationDirectors, and the holders of any the outstanding shares of Series A Junior Participating D Preferred Stock shall be entitled to designate one director (the “Series D Designee”) for election to the Board of Directors of the Corporation and, voting separately as a series, shall have the exclusive right to vote for the election of such designee to the Board of Directors; provided that, notwithstanding the foregoing, after the Issue Date, (i) the holders of the outstanding shares of Series C Preferred Stock shall continue to be entitled to designate the Series C Designee for election to the Board of Directors and, voting separately as a series, shall continue to have the exclusive right to vote for the election of the Series C Designee to the Board of Directors, and the holders of the outstanding shares of the Series D Preferred Stock shall continue to be entitled to designate the Series D Designee for election to the Board of Directors and, voting separately as a series, shall continue to have the exclusive right to vote for the election of the Series D Designee to the Board of Directors, in each case, for as long as, and only for as long as, at least 40% of the aggregate number of shares of Series C Preferred Stock issued on the original date of issuance of the Series C Preferred Stock and of shares of Series D Preferred Stock issued on the Issue Date (such aggregate number of shares of Series C Preferred Stock and Series D Preferred Stock being referred to herein as the “Total C and D Shares”) remains outstanding; (ii) the entitlement of the holders of outstanding shares of Series D Preferred Stock to designate one director for election to the Board of Directors, and the exclusive right of the holders of outstanding shares of Series D Preferred Stock to vote, separately as a series, for the election of such designee to the Board of Directors, shall cease immediately upon 20% or less of the Total C and D Shares being outstanding, and the holders of the outstanding shares of Series D Preferred Stock shall be entitled to cast a number of votes per designate one board observer (the “Series D Board Observer”), for as long as, and only for as long as, 20% or less (but at least one share of Series A Junior Participating D Preferred Stock) of the Total C and D Shares remains outstanding; (iii) immediately upon no shares of Series D Preferred Stock as is specified in paragraph issued on the Series D Issue Date being outstanding, the entitlement of the holders of outstanding shares of Series D Preferred Stock to designate the Series D Board Observer, and the rights of such Board Observer, shall cease; and (Aiv) immediately upon 20% or less of this Section 3the Total C and D Shares being outstanding, the Board of Directors shall cause the total number of directors then constituting the whole Board of Directors to be decreased by one, and the term of office of the Series D Designee shall terminate. 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) The Series D Designee may be removed at any time, with or without cause, only cause by the affirmative vote of the holders of the shares of Series A Junior Participating D Preferred Stock at the time entitled to cast Stock. The “Series D Board Observer” means a majority person who shall not be a member 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 and who shall be reduced by two. The voting have the rights granted by this Section 3(C) as agreed to with the Corporation, provided that such rights shall be in addition to any other voting satisfy the requirement of contractual management rights granted to the holders for purposes of the Series A Junior Participating Preferred Stock in this Section 3Department of Labor’s “plan assets” regulation.

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 from 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. 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 portion of the stockholders voting rights of all the Certificates that is allocated to any Certificate for purposes of the Corporation. (B) Except as required by lawvoting provisions of this Agreement. At all times during the term of this Agreement, by Section 3(C) and by Section 10 hereof99% of all Voting Rights shall be allocated among the Holders of the Certificates, 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 Class P, Class X and Class AR Certificates. The portion 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 such 99% Voting Rights allocated to each of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock Certificates, except for the election of other directors of the CorporationClass P, 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 X and Class AR Certificates, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears based on the Series A Junior Participating Preferred Stock have been paid or declared fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Balance then outstanding and set apart for payment prior thereto, to vote for the election denominator of two directors which is the Class Principal Balance of all such Classes then outstanding. The Class X Certificates shall be allocated 1% of the CorporationVoting Rights; provided, however, for so long as the holders of Class X Certificates, or any Series A Junior Participating Preferred Stock being entitled to cast portion thereof, are held in 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 existNIM Trust, the holders of the Series A Junior Participating Preferred Stock Class X Certificates shall not be entitled to exercise any Voting Rights with respect to their Certificates and the Voting Rights otherwise allocable to the Class X Certificates shall be divested allocated to the other Classes of Certificates other than the Class P and Class AR Certificates. Voting Rights shall be allocated among the Certificates within each such Class in proportion to their respective Percentage Interests. The Class P and Class AR Certificates shall have no Voting Rights. Notwithstanding any of the foregoing special voting rightsforegoing, subject unless a Certificate Insurer Default is continuing, on any date on which any Insured Certificates are outstanding, or any amounts are owed to revesting in the event of each and every subsequent like default in payments of dividends. Upon Certificate Insurer under this Agreement, the termination Certificate Insurer will have all Voting Rights of the foregoing special voting rightsInsured Certificates. So long as the Certificate Insurer has the Voting Rights pursuant to the preceding sentence, the terms of office of all persons who may have been elected directors pursuant reference 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 Class A-4-A, Class A-5-A Junior Participating Preferred Stock and Class A-6 Certificates in this Section 3definition shall be deemed to refer to the Certificate Insurer. ▇▇▇▇▇ Fargo: ▇▇▇▇▇ Fargo Bank, N.A., a national banking association, and its successors and assigns.

Voting Rights. The holders of shares of Series A Junior ------------- Participating Preferred Stock shall have the following voting rights: (A) Each 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. 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 Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock 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) Except as 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 stockholders of the Corporation. (C) If at the time of any annual meeting of shareholders a default in preference dividends on the Second Preferred Stock shall exist, the number of directors constituting the Board of Directors of the Company shall be increased by two, and the holders of the Second Preferred Stock, voting separately as a class without regard to series, shall, to the exclusion of the holders of the 4 1/2% Preferred Stock and the holders of Common Stock, have the right at such meeting to elect two directors of the Company to fill such newly created directorships. Such right shall continue until there are no dividends in arrears upon the Second Preferred Stock. Each director elected by the holders of the Second Preferred Stock, voting as a class as aforesaid (a "Second Preferred Director"), 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 preference dividends shall cease to exist. Any Second Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Second Preferred Stock, voting separately as a class without regard to series, at a meeting of the shareholders, or of the holders of shares of Second Preferred Stock, called for the purpose. So long as a default in any preference dividends on the Second Preferred Stock shall exist any vacancy in the office of a Second Preferred Director may be filled either by an instrument in writing signed by the remaining Second Preferred Director and filed with the Company or by the vote of the holders of the outstanding Second Preferred Stock, voting separately as a class without regard to series. Whenever the term of office of the Second Preferred Directors shall end and a default in preference dividends shall no longer exist, the number of directors shall be the number otherwise specified without reference to the provisions of this Section 3. For the purposes of this Section 3, a default in preference dividends on the Second Preferred Stock shall be deemed to have occurred whenever the amount of dividends accrued or in arrears upon any series of the Second Preferred Stock shall be equivalent to six full quarter-yearly (or three full semi-annual) dividends or more, and, having so occurred, such default shall be deemed to exist thereafter until all dividends accrued or in arrears on all shares of Second Preferred Stock then outstanding, of each series, shall have been paid to the end of the last preceding quarterly dividend period. (D) Except upon the affirmative vote of the holders of at least 60% of the aggregate number of shares of Second Preferred Stock at the time outstanding (in addition to any other vote at the time required by law), the Company shall not in any manner, whether by amendment of the Articles, by Section 3(Csale of all or substantially all the Company's assets or business, by merger or consolidation, or otherwise, (i) amend, alter or repeal any of the provisions of the Restated Articles of Incorporation so as to affect adversely the relative rights, preferences or powers of the Second Preferred Stock, or (ii) authorize, or increase the authorized amount of the Second Preferred Stock or any class or series of stock ranking senior to or on a parity with the Second Preferred Stock in the payment of dividends or the preferential distribution of assets; Provided, however, that no such vote shall be required for any sale of all or substantially all the Company's assets or business or for any merger or consolidation if (x) each holder of shares of Second Preferred Stock immediately prior thereto shall thereafter and in connection therewith continue to hold or shall receive the same number of shares of preferred stock, with the same relative rights, preferences and powers, of such acquiring, surviving or resulting corporation, and (y) the authorized capital stock of the acquiring, surviving or resulting corporation immediately thereafter shall include only classes of stock for which no such vote would have been required for the authorization thereof under clauses (i) and by (ii) above; and provided further, however, that no such vote shall be required under the provisions of Paragraph (D) of this Section 10 hereof3 if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, provision is made in accordance with the Restated Articles of Incorporation for the redemption of all shares of Second Preferred Stock at the time outstanding. (E) 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 Notwithstanding anything set forth herein to the contrary, including Section 9.1, a Non-Funding Lender (other than (x) a Non-Funding Lender who only holds the Term Loan or (y) a Non-Funding Lender who only holds CAPEX Loans that are fully funded at the time it becomes a Non-Funding Lender) shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Term Lender” or a “Revolving Lender” or a “CAPEX Lender” (or be, or have its Loans and Commitments, included in the determination of shares of Series A Junior Participating Preferred Stock shall have the following “Required Lenders”, “Required Revolving Lenders”, “Required CAPEX Lenders”, “Supermajority Lenders” or “Lenders directly affected” pursuant to Section 9.1) for any voting rights: or consent rights under or with respect to any Loan Document; provided that (A) Each share the Commitment 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. Non-Funding Lender may not be increased, extended or reinstated, (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders the principal of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall a Non-Funding Lender’s Loans may 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. reduced or forgiven, and (C) Ifthe interest rate applicable to Obligations owing to a Non-Funding Lender may not be reduced, in each case, without the consent of such Non-Funding Lender. Moreover, for the purposes of determining Required Lenders, Required Revolving Lenders, Required CAPEX Lenders or Supermajority Lenders, the Loans, Letter of Credit Obligations, and Commitments held by Non-Funding Lenders (other than (x) a Non-Funding Lender who only holds the Term Loan or (y) a Non-Funding Lender who only holds CAPEX Loans that are fully funded 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 it becomes 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(CNon-Funding Lender) shall be in addition to any other voting rights granted to excluded from the holders of the Series A Junior Participating Preferred Stock in this Section 3total Loans and Commitments outstanding.

Voting Rights. The holders of shares of the Series A Junior Participating Preferred Stock I Shares shall have the following voting rights: (A) Each Subject to the provision for adjustment set forth in Section 7 hereof, each share of the Series A Junior Participating Preferred Stock I 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 by lawotherwise provided herein, by Section 3(Cin the charter of the Corporation (the "Charter") and by Section 10 hereofor bylaws, the holders of shares of the Series A Junior Participating Preferred Stock shall have no special voting rights I Shares and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of the Common Stock Shares shall vote together as set forth herein) for taking any corporate actionone class on all matters submitted to a vote of the stockholders of the Corporation. (C) If, (i) If at the time of any annual meeting of the stockholders for the election of directors, the equivalent of six quarterly Directors a default in preferred dividends (whether or not consecutiveas hereinafter defined) payable on any share or shares of shall exist with respect to the 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 CorporationI Shares, the holders of record shares of the Series A Junior Participating Preferred Stock, I Shares voting separately as a class class, together with holders of shares of all other series of the preferred stock of the Corporation as to which there is a default in preferred dividend, without regard to series (with each share of the Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to the exclusion 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 (2) members of the Directors of the Corporation. The holders of the Common Shares shall not be entitled to vote in the election of the two (2) Directors to be elected by 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 shares of the Corporation, Preferred Shares. Any Director elected by the holders of any Series A Junior Participating shares of the Preferred Stock being entitled Shares, voting as a class as aforesaid, shall continue to cast serve as such Director for the full term for which he/she shall have been elected, notwithstanding that prior to the end of such term 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 preferred dividends which permitted the election of said directors shall cease to exist. If, any director who shall have been so elected pursuant prior to the provisions end of this Section 3(C) may be removed at the term of any time, without cause, only Director elected by the affirmative vote of the holders of the shares Preferred Shares, voting as a class as aforesaid, a vacancy in the office of Series A Junior Participating Preferred Stock at the time entitled to cast a majority such Director shall occur by reason of the votes entitled to death, resignation, removal or disability, or for any other cause, such vacancy shall be cast filled for the election of any unexpired term in the manner provided in the Charter, provided, that if the Charter provides that such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may shall be filled by election by the vote of stockholders at a meeting thereof, the right to fill such holders. If and when such default vacancy shall cease to exist, be vested in the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special Shares, voting rightsas a class as aforesaid, subject to revesting unless in the event of each and every subsequent like any such case, no default in payments preferred dividends shall exist at the time 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 3such election.

Voting Rights. The holders 3.1 Except as otherwise provided in Paragraphs 3.2 and 3.3 below, each Holder shall have no voting rights. To the extent Holders of the Series A-2 Shares have the right to vote, each Holder shall be entitled to that number of votes for each share of Series A-2 Shares held by such Holder equal to the total number of shares of Common Stock obtainable upon conversion of such shares of Series A Junior Participating Preferred Stock shall have A-2 Shares at the following current Conversion Price on the record date for the vote which is being taken or, if no such record date is established, at the date such vote is taken or any written consent is solicited. 3.2 So long as any of the Series A-2 Shares are outstanding the Corporation will not, without the affirmative vote or consent of the Holders of at least sixty-six and two-thirds percent (66-2/3%) of the Series A-2 Shares at the time outstanding, given in person or by proxy, either in writing or by a resolution adopted at a meeting called for such purpose, with the Holders of the Series A-2 Shares voting rightsor consenting separately as a class: (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 A. amend, alter or repeal any of the stockholders provisions of the Corporation.'s Certificate of Incorporation or Bylaws or the resolution providing for the issue of the Series A-2 Shares or pass any shareholder resolution, including such action effected by merger or similar transaction in which the Corporation is the surviving corporation, if such amendment or resolution would affect adversely the preferences, special rights or powers of the Series A-2 Shares except if such action is otherwise permitted under the other provisions of this Paragraph 3.2; B. increase or decrease (Bother than by redemption or conversion) Except as required by lawthe total number of authorized Series A-2 Shares; C. issue any capital stock which ranks senior to or on a parity with the Series A-2 Shares with respect to rights to receive distributions upon liquidation, by Section 3(C) and by Section 10 hereofdissolution, holders or winding up of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent the Corporation or with respect to dividends; or D. enter into a Merger in which the Corporation is not the surviving corporation; PROVIDED, HOWEVER, that the provisions of this subparagraph D shall not be applicable to any such Merger if the authorized capital stock of the surviving corporation immediately after such Merger shall include only classes or series of stock for which no such consent or vote would have been required (except pursuant to this Paragraph 3.2 if such class or series had been authorized by the extent they are entitled Corporation immediately prior to vote with holders such Merger or which have the same rights, preferences and limitations and authorized amount as a class or series of Common Stock stock of the Corporation authorized prior to such Merger and continuing as set forth herein) for taking any corporate action. (C) If, an authorized class or series at the time thereof. A Merger of the Corporation, or similar transaction in which the holders of its capital stock receive all cash, shall not be deemed to adversely affect the preferences, special rights or powers of the Series A-2 Shares. The authorization or issuance of any annual meeting other series of stockholders for preferred stock, if such other series ranks junior to the election Series A-2 Shares with respect to rights to receive distributions upon liquidation, dissolution or winding up of directorsthe Corporation or with respect to dividends, shall not be deemed to adversely affect the equivalent preferences, special rights or powers of six quarterly dividends the Series A-2 Shares. 3.3 The Holders of a majority of the outstanding Series A-2 Shares (whether or not consecutivethe "Majority Holders") payable voting separately as a class shall be entitled to appoint one (1) designee to serve 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 (the "Designee"). The Majority Holders may, in their discretion, by twowritten notice to the Corporation appoint, remove and replace the Designee, with or without cause at any time and from time to time. In addition Further, without the affirmative vote or approval of the Designee then serving on the Board of Directors of the Corporation following the appointment of such Designee by the Majority Holders, the Corporation may not (i) commence a voluntary case or other proceeding seeking liquidation, winding-up, reorganization or other relief with respect to voting together with itself or its debts under any bankruptcy, insolvency, moratorium or other similar law now or hereafter in affect, (ii) seek the holders appointment of Common Stock a trustee, receiver, liquidator, custodian or other similar official of the Corporation (or for the election any substantial part of its property), (iii) consent to any such relief or to such appointment of or taking possession by any such official in any voluntary case or other directors of proceeding commenced against the Corporation, the holders of record or (iv) take any corporate or other action to authorize any of the Series A Junior Participating Preferred Stock, voting separately as a class foregoing. 3.4 Copies of all notices sent 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 other class or series 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 capital stock of the holders of Corporation (including 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(CCommon Stock) shall be in addition simultaneously sent to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3each Holder.

Voting Rights. The holders of shares of Series (i) Except as provided in Section 5.10(c)(ii), the Outstanding Class A Junior Participating Preferred Stock Units shall have voting rights that are identical to the following voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Outstanding Class A Preferred Unit will be entitled to one vote for each Common Unit into which such Class A Preferred Unit would be convertible at the then applicable Class A Conversion Rate (regardless of whether the Class A Preferred Units are then convertible and using the Record Date with respect to such vote as the Conversion Notice Date) on each matter with respect to which each Record Holder of a Common Unit is entitled to vote, provided that to the extent that the Common Units and Class A Preferred Units held by the GoldenTree Purchasers and their Affiliates would, in the aggregate, represent voting rights with respect to more than 9.9% of the Outstanding Units (the “GoldenTree Voting Threshold”), the GoldenTree Purchasers shall not have the right to exercise the voting rights with respect to any Class A Preferred Units held thereby in excess of the GoldenTree Voting Threshold and the Partnership shall exercise the voting rights with respect to such Class A Preferred Units held by the GoldenTree Purchasers and their Affiliates in excess of the GoldenTree Voting Threshold; provided, however, that prior to the Board Rights Termination Date with respect to the Blackstone Purchasers, the Partnership shall exercise such voting rights with respect to such Class A Preferred Units held by the GoldenTree Purchasers and their Affiliates in excess of the GoldenTree Voting Threshold in the same manner as the Blackstone Purchasers exercise their voting rights and on or after the Board Rights Termination Date with respect to the Blackstone Purchasers, the Partnership shall exercise such voting rights with respect to such Class A Preferred Units held by the GoldenTree Purchasers and their Affiliates in excess of the GoldenTree Voting Threshold in the same manner as the Record Holders of the Outstanding Class A Preferred Units (other than the GoldenTree Purchasers and their Affiliates), Pro Rata. Notwithstanding the foregoing, upon the receipt by GoldenTree of written notice from the Partnership of the occurrence of a Voting Trigger Event, GoldenTree may, by delivering a written notice to the Partnership within ten (10) Business Days of GoldenTree’s receipt of such written notice from the Partnership, elect to terminate the application of the proviso in the immediately preceding sentence and, thereafter, be entitled to exercise the voting rights with respect to all the Class A Preferred Units held by such GoldenTree Purchasers. Each reference in this Agreement to a vote of Record Holders of Common Units shall be deemed to be a reference to the Record Holders of Common Units and Class A Preferred Units, voting together as a single class during any period in which any Class A Preferred Units are Outstanding. Notwithstanding the foregoing, during any period in which (x) the Blackstone Purchasers, together with their Affiliates, hold Class A Preferred Units representing at least 50% of the total number of Class A Preferred Units issued at the Class A Closing Date to the Blackstone Purchasers and (y) the GoldenTree Purchasers, together with their Affiliates, hold Class A Preferred Units representing less than 10% of the total number of Class A Preferred Units issued at the Class A Closing Date to the GoldenTree Purchasers, the affirmative vote or consent of the Blackstone Purchaser shall constitute, and be counted as, for all purposes under this Agreement, the vote of all issued and outstanding Class A Preferred Units voting on an as-converted basis, and no other holder of Class A Preferred Units shall be entitled to vote or consent on an as-converted basis with the Common Units. (ii) Except as provided in Section 5.10(c)(iii), notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all other voting rights granted under this Agreement, (A) a Class A Preferred Unit Majority (provided that so long as a Purchaser, together with its Affiliates, holds at least 10% of the total number of Class A Preferred Units issued at the Class A Closing Date, such Class A Preferred Unit Majority shall include such Purchaser) shall be required for any amendment to this Agreement (including by way of merger, operation of law or otherwise) or the Certificate of Limited Partnership that is adverse (other than in a de minimis manner) to any of the rights, preferences and privileges of the Class A Preferred Units and (B) after the time at which a Purchaser ceases to hold at least 10% of the total number of Class A Preferred Units issued at the Class A Closing Date and until the time that such Purchaser ceases to hold any Class A Preferred Units, the consent of such Purchaser shall be required for any amendment to this Agreement (including by way of merger, operation of law or otherwise) or the Certificate of Limited Partnership that is disproportionately adverse (other than in a de minimis manner) to any rights, preferences and privileges of such Purchaser. Without limiting the generality of the preceding sentence, any amendment shall be deemed to have such an adverse impact that is not de minimis if such amendment would: (A) Each share Reduce the Class A Preferred Unit Distribution Amount, change the form of Series payment of distributions on the Class A Junior Participating Preferred Stock shall entitle Units, defer the holder thereof to a number date from which distributions on the Class A Preferred Units will accrue, cancel any accrued and unpaid distributions on the Class A Preferred Units or any interest accrued thereon (including any Class A Unpaid Distributions or Class A PIK Units), or change the seniority rights of votes equal the Class A Preferred Holders as to the Adjustment Number on all matters submitted payment of distributions in relation to a vote the holders of the stockholders any other class or series of the Corporation.Partnership Interests; (B) Except Reduce the amount payable or change the form of payment to the Record Holders of the Class A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Class A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; or (C) Make the Class A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (D) Reduce in any manner the rights and privileges of any Purchaser or the Class A Preferred Holders pursuant to this Agreement or the Board Representation and Observation Rights Agreement. (iii) Notwithstanding anything to the contrary in this Section 5.10(c), in no event shall the consent of the Class A Preferred Holders, as a separate class, be required by lawin connection with any Liquidity Event if the Class A Preferred Units will be redeemed in full in cash pursuant to Section 5.10(h) in connection with such Liquidity Event. For the avoidance of doubt, the foregoing shall not limit the voting rights of any Class A Preferred Holder in connection with any vote of Record Holders of Common Units and Class A Preferred Units together as a single class that may be required, including any votes of Common Unit holders pursuant to Section 12. (iv) The approval of a Class A Preferred Unit Majority shall be required to approve any matter for which the Class A Preferred Holders are entitled to vote as a separate class. (v) During the period commencing upon the Class A Closing Date and ending on the date that is the Board Rights Termination Date with respect to the Blackstone Purchasers, the prior written consent of Blackstone shall be required for the Partnership or any of its Subsidiaries to take actions described in clauses (A) – (F) below; provided, however, that, to the extent that the Board Rights Termination Date with respect to the GoldenTree Purchasers has not yet occurred, the Partnership shall give prompt written notice to GoldenTree following the occurrence of a Board Rights Termination Date with respect to the Blackstone Purchasers and GoldenTree may, by Section 3(Cdelivering a written notice (an “Election Notice”) to the Partnership within ten (10) Business Days after GoldenTree’s receipt of notice from the Partnership of the occurrence of the Board Rights Termination Date with respect to the Blackstone Purchasers, elect to exercise the approval rights with respect to the actions proposed to be taken by the Partnership or any of its Subsidiaries described in clauses (A) – (E) below, such that the prior written consent of GoldenTree shall be required for the Partnership or any of its Subsidiaries to take the actions described in clauses (A) – (E) below during the period commencing upon the Board Rights Termination Date with respect to the Blackstone Purchasers and by Section 10 hereofending on the Board Rights Termination Date with respect to the GoldenTree Purchasers. In the event that GoldenTree does not deliver an Election Notice within ten (10) Business Days of receipt of notice from the Partnership of the occurrence of the Board Rights Termination Date with respect to the Blackstone Purchasers, holders the prior written consent of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent GoldenTree shall not be required for the Partnership or any of its Subsidiaries to take the actions described in clauses (A) – (E) below unless and until a VWAP Trigger Event occurs and GoldenTree delivers an Election Notice. During the period commencing upon the Board Rights Termination Date with respect to the Blackstone Purchasers and ending on the Board Rights Termination Date with respect to the GoldenTree Purchasers, if GoldenTree does not deliver an Election Notice during the ten Business Day period described above and, subsequently, the VWAP Price for ten (10) consecutive trading days falls below $10 (a “VWAP Trigger Event”), the Partnership shall give prompt written notice to GoldenTree of such VWAP Trigger Event and GoldenTree may, by delivering an Election Notice to the Partnership within ten (10) Business Days of receipt of written notice from the Partnership that the VWAP Trigger Event occurred, elect to exercise the approval rights pursuant to this Section 5.10(c)(v) with respect to the actions taken by the Partnership or any of its Subsidiaries described in clauses (A) – (E) below. In the event that GoldenTree fails to deliver an Election Notice within ten (10) Business Days after receipt of written notice from the Partnership of the occurrence of a VWAP Trigger Event, the prior written consent of GoldenTree shall not be required for the Partnership or any of its Subsidiaries to take the actions described in clauses (A) – (E) below unless and until after such VWAP Trigger Event (x) the VWAP Price for ten (10) consecutive trading days equals or exceeds $10 and (y) thereafter, a VWAP Trigger Event occurs and GoldenTree delivers an Election Notice. (A) Any incurrence of Indebtedness or issuance of Senior Securities or Parity Securities except Indebtedness incurred or equity interests issued (a) in connection with the transactions contemplated by the Class A Preferred Unit Purchase Agreement, (b) the proceeds of which are used to redeem any Class A Preferred Units or 2017 Warrants, (c) the proceeds of which are used to refinance Indebtedness existing as of the Class A Closing Date or Indebtedness the incurrence of which was previously approved by the applicable Purchaser (provided that any such incurrence has been approved by the Board of Directors), (d) in the ordinary course of business of the Partnership, including, but not limited to, surety and performance bonds, purchase money or capital lease obligations, contingent purchase prices or notes issued on acquisitions approved by the Board of Directors, general accounts receivable and trade credit indebtedness, liens securing any of the foregoing and guarantees relating to any of the foregoing, or (e) the proceeds of which are less than $10 million per fiscal year; provided, that, for the avoidance of doubt, the applicable Purchaser’s consent will not be required with respect to borrowings or re-borrowings under the Operating Company’s existing revolving credit facility or any other revolving credit facility of the Partnership or its subsidiaries that has been previously approved by the Board of Directors and, to the extent they are entitled to vote with holders required, the applicable Purchaser; (B) Any material change in the nature of Common Stock as set forth herein) for taking any corporate action.the Partnership’s business; (C) IfAny material acquisition or disposition (other than pursuant to a reserves swap or condemnation proceeding) or capital expenditure (or series of related acquisition, disposition or capital expenditures); provided, that for any acquisition, disposition or capital expenditure with a total value (per transaction or per series of related transactions) less than (1) $17 million until the second anniversary of the Class A Closing Date or (2) $35 million thereafter, consent of the applicable Purchaser shall not be required; (D) Any change or series of related changes to a material contract; provided, that for any change to a material contract that would result in a net cash increase or decrease to the Partnership of less than (1) $17 million until the second anniversary of the Class A Closing Date or (2) $35 million thereafter, consent of the applicable Purchaser shall not be required; (E) Settlement of any regulatory matter or litigation if such settlement would result in a payment by the Partnership of more than (1) $17 million until the second anniversary of the Closing or (2) $35 million thereafter (with such thresholds being net of any insurance proceeds received by the Partnership); or (F) Entry into, amendment, waiver or other modification of, any material agreement, understanding, contract, transaction or arrangement (whether written or oral) (collectively, “Contracts”) between the Partnership and/ or its Subsidiaries on the one hand, and any Affiliate of the Partnership or its Subsidiaries on the other hand, other than with respect to (i) those Contracts contemplated pursuant to this Agreement (including the other agreements referred to herein) each as at the time date hereof and (ii) modification of any annual meeting the Contracts as of stockholders for the election Class A Closing Date with Foresight Energy LP and its Affiliates, including the Restricted Business Contribution Agreement, dated as of directorsApril 18, 2007, by and among ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Foresight Reserves LP, Adena Minerals, LLC, 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 defaultPartnership, 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 CorporationGeneral Partner, the holders of record of the Series A Junior Participating Preferred StockManaging General Partner and NRP (Operating) LLC; provided, voting separately as a class that, with respect to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (i) and at each subsequent annual meeting of stockholders(ii), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid entry into, amendment, waiver or declared and set apart for payment prior thereto, to vote for the election other modification 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 such Contract is specified in paragraph (A) of this Section 3. Until in 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 ordinary course of the holders Partnership’s business and (B) will not have more than a de minimis impact on the Partnership and its Subsidiaries’ financial condition, business, assets or results of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast operations, taken as 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 3whole.

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. 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) 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 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(C3(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. The holders of the redeemable preferred shares will not be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and will not be entitled to vote in respect of each redeemable preferred share held at all such meetings. (A) Resolution 1. The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving Vasogen Inc (“Vasogen”)., as more particularly described and set forth in the joint management information circular (the “Circular”) of Vasogen and IntelliPharmaCeutics Ltd. (“IPC US”) accompanying the notice of this meeting (as the Arrangement may be modified or amended), is hereby authorized, approved and adopted. 2. The plan of arrangement as it may be or has been amended (the “Plan of Arrangement”), involving Vasogen, the full text of which is set out in Schedule A to the arrangement agreement dated as of August 14, 2009 between Vasogen, IntelliPharmaCeutics Corp. and IPC US (the “IPC Arrangement Agreement”) is hereby approved and adopted. 3. The IPC Arrangement Agreement, the actions of the directors of Vasogen in approving the Arrangement and the IPC Arrangement Agreement and the actions of the officers of Vasogen in executing and delivering the IPC Arrangement Agreement and any amendments thereto are hereby ratified and approved. 4. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Vasogen or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of Vasogen are hereby authorized and empowered, at their discretion, without further notice to or approval of the shareholders of Vasogen: (i) to amend the IPC Arrangement Agreement and/or the Plan of Arrangement, to the extent permitted by the terms of the IPC Arrangement Agreement; and (ii) subject to the terms of the IPC Arrangement Agreement not to proceed with the Arrangement or any portion thereof; 5. Any officer or director of Vasogen is hereby authorized and directed for and on behalf of Vasogen to execute and deliver articles of arrangement and such other documents as are necessary or desirable to: (i) the Director under the CBCA, (ii) any applicable securities regulatory authority, (iii) any stock exchange or market, or (iv) other third party, in accordance with the IPC Arrangement Agreement and any transaction or agreement contemplated therein. 6. Any officer or director of Vasogen is hereby authorized and directed for and on behalf of Vasogen to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing as contemplated in this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. Please see attached. August ●, 2009 ● Dear ●: Re: IntelliPharmaCeutics Ltd. This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”). Pursuant to an arrangement agreement (the “Arrangement Agreement”) to be entered into between Vasogen, IPC and IntelliPharmaCeutics Corp. (“IPC Corp.”) and a merger agreement (the “Merger Agreement”) to be entered into between IPC and its affiliates, a new Delaware corporation to be incorporated (“IPC Newco US”) and a new federal Canadian corporation to be incorporated (“IPC Newco”), such parties will agree, subject to the terms thereof, to: A. encourage and permit: (i) those holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: common stock of IPC (A“IPC Common Shares”) Each share of Series A Junior Participating Preferred Stock shall entitle who are Canadian residents; (ii) the holder thereof of special voting shares of IPC (the “IPC Special Shares”); and (iii) the holder of convertible voting shares of IPC Corp. (the “IPC Corp Shares”), to transfer the IPC Common Shares, the IPC Special Shares and the IPC Corp Shares held by them to IPC Newco in exchange for shares of IPC Newco (“IPC Newco Shares”), on a basis to be described in an information circular to be provided to you and other shareholders (the “Exchange”); B. complete an amalgamation (the “Amalgamation”) of IPC Newco and a new federal Canadian corporation to be incorporated that will be the successor of Vasogen’s business (“New Vasogen”) to form an amalgamated company (“Amalco”), and pursuant to which, among other things: (i) each holder of common shares of New Vasogen (“Vasogen Shares”) will receive its pro rata portion of such number of votes equal common shares of Amalco (“Amalco Shares”) on substantially the terms described in the transaction description dated August 12, 2009 provided separately to you by IPC; and (ii) each holder of IPC Newco Shares will receive its pro rata portion of such number of Amalco Shares on substantially the Adjustment Number terms described in the transaction description dated August 12, 2009 provided separately to you by IPC; C. complete a merger (the “Merger”) of IPC Newco US and IPC with the surviving corporation of such merger to continue as a wholly-owned subsidiary of Amalco and pursuant to which, among other things, each holder of IPC Common Shares will receive its pro rata portion of such number of Amalco Shares on all matters submitted substantially the terms described in the transaction description dated August 12, 2009 provided separately to a vote you by IPC. A summary of the stockholders principal aspects of the Corporation. Transactions has been separately provided to you. This letter agreement (Bthe “Agreement”) Except as required sets out the terms and conditions of the irrevocable agreement by lawyou ( the “Shareholder”) to, by Section 3(Camong other things, (i) support the Transactions; and by Section 10 hereof(ii) vote an aggregate of ●IPC Common Shares (the “Shares”), in favour of the completion of the Transactions. The Shareholder hereby acknowledges that IPC and Vasogen will not enter into the Arrangement Agreement unless and until, among other things, the Shareholder and certain other holders of Series A Junior Participating Preferred Stock shall have no special voting rights IPC Common Shares execute and their consent shall not be required (except to deliver agreements in 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) form 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 3Agreement.

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 another certificate of designation authorizing a series of Preferred Stock or as required by law, the holders of shares of Series A Junior Participating 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 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 (a) During the Standstill Period (as this term is defined in the Shareholders Agreement), the Investor Parties shall not (directly or indirectly) exercise the voting rights attaching to any AY Voting Securities held by the Investor Parties which represent a Percentage Interest in excess of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: forty-one and a half per cent (A41.5%) 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 total voting rights attached to all then outstanding AY Voting Securities as permitted by the CorporationPartial Standstill Waiver (the “Excess AY Voting Securities”) except as permitted by this Clause 3. (Bb) Except as required by law, by Section 3(C) Each Investor Party shall deliver to the Company and by Section 10 hereof, holders the registered holder of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required the Excess AY Voting Securities a duly executed irrevocable (except as provided in paragraph (g) below) power of attorney in the form enclosed as Schedule 1 (“Voting Power of Attorney”), appointing the Chairman of the Related Party Committee as its attorney with the power to do each of the following things in respect of such Investor Party’s proportion of the Excess AY Voting Securities (being that Investor Party’s “Relevant Proportion”): (i) to the extent they are entitled that such Investor Party is the registered holder of its Relevant Proportion, to appoint the person acting as chairman of any general meeting of the Company as its proxy to exercise its rights to attend, speak and vote with holders at each general meeting of Common Stock the Company in respect of its Relevant Proportion; and (ii) to the extent that such Investor Party is not the registered holder of its Relevant Proportion, to instruct the registered holder of such Relevant Proportion and, if applicable, to instruct the broker in whose account such Relevant Proportion is held to require such registered holder, to appoint the person acting as set forth herein) for taking chairman of any corporate actiongeneral meeting of the Company as its proxy to exercise its rights to attend, speak and vote at each general meeting of the Company in respect of the Relevant Proportion. (Cc) If, The person appointed as proxy in accordance with paragraph (b) above shall be irrevocably instructed by the person appointed as attorney in accordance with paragraph (b) above to vote all Excess AY Voting Securities on the resolutions proposed at the time of any annual each general meeting of stockholders for the election Company (and any other business which may properly come before the meeting) “For” or “Against” in a manner which reflects the proportion of directors“For” and “Against” votes cast on each resolution proposed at that general meeting (other than the votes cast in respect of AY Voting Securities of which an Investor Party is the beneficial owner). The form of the appointment of such proxy shall be approved by the Directors of the Company in accordance with the AY Articles. (d) To enable the Excess AY Voting Securities to be voted in accordance with this Clause 3, the equivalent Company shall procure that the chairman of six quarterly dividends each general meeting of shareholders of the Company (whether or not consecutivei) payable counts all of the votes cast on each resolution proposed at that general meeting (other than the votes cast in respect of AY Voting Securities of which an Investor Party is the beneficial owner) first to identify the proportion of “For” and “Against” votes received from such members and then (ii) votes the Excess AY Voting Securities in the same proportion. (e) If at any share or shares of Series A Junior Participating Preferred Stock are in default, time the number of directors constituting the Board AY Voting Securities to which an Investor Party’s Voting Power of Directors Attorney (an “Original Power of the Corporation shall be increased by two. In addition Attorney”) applies ceases to voting together with the holders of Common Stock for the election of other directors of the Corporationrepresent its Relevant Proportion (including, the holders of record of the Series A Junior Participating Preferred Stockwithout limitation, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders result of: (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 (Ai) 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 paragraph (f) below, a transfer by an Investor Party of all persons who may have been elected directors pursuant AY Voting Shares to said special voting rights shall forthwith terminateanother Investor Party, and (ii) a transfer of AY Voting Shares to an unaffiliated third party), that Investor Party will, within three (3) Business Days of such change, deliver a replacement Voting Power of Attorney to the Company in respect 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 the holders of the Series A Junior Participating Preferred Stock in this Section 3AY Voting Securities which reflects its Relevant Proportion (if any).

Voting Rights. The holders Borrower hereby appoints and constitutes the Administrative Agent as its attorney-in-fact (with full power of shares substitution) to exercise all of Series A Junior Participating Preferred Stock its voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the Borrower or in which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of any Quartershare Mortgage or otherwise). This power of attorney is coupled with an interest and shall be irrevocable for so long as any Obligations are owing by the Borrower to the any Lender. This power of attorney may be used from time to time in the sole discretion of the Administrative Agent if there shall exist an Event of Default, or a material casualty or a material condemnation or taking (as contemplated in Section 3.6(b)(i) hereof) 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 occurred with respect to the Adjustment Number on all matters submitted Projects or any part thereof. The Borrower agrees to a vote execute, from time to time, such other documents as the Administrative Agent may request (including, without limitation, the form of proxy substantially in the stockholders form 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 Exhibit H to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifthis Agreement; which proxy shall, at the time request of the Administrative Agent, be periodically renewed) and file the same with the Secretary of the applicable Association in accordance with such Association's By-Laws. If any annual meeting voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the Borrower or in which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of stockholders for a Quartershare Mortgage or otherwise) shall be exercisable pursuant to a written ballot distributed by the election applicable Association in accordance with the terms of directorsthe By-Laws of said Association, the equivalent Borrower agrees to exercise its right to vote in respect of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are such written ballot in default, accordance with the number of directors constituting the Board of Directors rights of the Corporation shall be increased by two. In addition to voting together with Administrative Agent under 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 first paragraph (A) of this Section 33.9(c) as if the proxy referred to therein were directly applicable to such written ballot (any provision in said By-Laws to the contrary notwithstanding) and to promptly give the Administrative Agent written notice of any such written ballot if the Administrative Agent shall then be entitled to exercise the voting rights in respect thereof. Until If any voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the default Borrower or in payments which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of all dividends which permitted the election of said directors a Quartershare Mortgage or otherwise) shall cease to exist, any director who shall have been so elected be exercisable pursuant to the provisions attendance by the Borrower at a meeting of the members of the applicable Association in accordance with the terms of the By-Laws of such Association, the Borrower agrees to exercise its right to vote in respect of such attendance in accordance with the rights of the Administrative Agent under the first paragraph of this Section 3(C3.9(c) may as if the proxy referred to therein were directly applicable to such meeting (any provision in said By-Laws to the contrary notwithstanding) and to promptly give the Administrative Agent written notice of its intention to attend any such meeting if the Administrative Agent shall then be removed at any time, without cause, only by entitled to exercise the affirmative vote voting rights in respect thereof. Except with the prior written consent of the holders Administrative Agent, the Borrower shall not propose or vote for or consent to any modification of, or amendment to, any Declaration or any Association's Articles of Incorporation or By-Laws which could have (in the reasonable sole opinion of the shares of Series A Junior Participating Preferred Stock at Administrative Agent or the time entitled to cast Required Lenders) a majority of material adverse effect on the votes entitled to be cast for Collateral or the election operation or prospects of any such director at a special meeting Project. In each case under any Declaration and/or any Association's Articles of such holders called for that purpose, and any vacancy thereby created may be filled by Incorporation or ByLaws in which the consent or the vote of a holder of a mortgage in respect of the Quartershare Interests, Residential Units and/or Commercial Units (including any such holders. If and when such default shall cease case in which the Borrower would be considered to existbe a holder of a mortgage by virtue of any Quartershare Mortgage) is provided for or is required, or in which the Borrower's consent is required (as Declarant or as an owner of a Quartershare Interest, Residential Unit or Commercial Unit or as a vendor or mortgagee) for any proposed action, the holders Borrower shall not vote or give such consent without obtaining the prior written consent of the Series A Junior Participating Preferred Stock shall be divested Administrative Agent if such action (in the reasonable sole opinion of the foregoing special voting rights, subject to revesting in Administrative Agent) could have an material adverse effect on the event Collateral or the operation or prospects 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 3Project.

Voting Rights. The holders of the shares of Preferred Stock hereby acknowledge and agree that the voting rights set forth in Section 5 of the Certificate of Designation and the Series B Certificate of Designation, as may be applicable, shall not be effective (and shall not be exercised by the holders of the shares of Preferred Stock) prior to the occurrence of a Triggering Event. Prior to such Triggering Event, the holders of the shares of Series A Preferred Stock shall have the following voting rights in lieu of the voting rights set forth in Section 5 of the Certificate of Designation: (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 Stockexclusive right, voting separately as a class single class, to elect up to a number of directors (but not more than two) that constitutes less than half of the exclusion total directors of the Company; provided, however, that if the holders of Common Stockthe shares of Series A Preferred Stock do not elect any directors to the Board of Directors, such holders will have the right to appoint up to three observers to the Board of Directors. (b) Subject to the proviso in Section 4.2 of the By-laws of the Company, any vacancy occurring in the office of director elected by the holders of the shares of Series A Preferred Stock or any additional director to be elected pursuant to Section 4.1(a) above may be filled by the remaining director(s) elected by the holders of the shares of Series A Preferred Stock unless and until such vacancy shall be entitled at said meeting filled by the holders of stockholders (and at each subsequent annual meeting the shares of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock. The term of office of the directors elected by the holders of the shares of Series A Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for shall terminate upon 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 their successors at any time, without cause, only by the affirmative vote meeting of the holders of the shares of Series A Junior Participating Preferred Stock held for the purpose of electing directors elected by the holders of the shares of Series A Preferred Stock. (c) Subject to the proviso in Section 4.2 of the By-laws of the Company, the directors elected by the holders of the shares of Series A Preferred Stock voting separately as a single class may only be removed from office with or without cause by the vote of the holders of at the time entitled to cast least a majority of the votes entitled to be cast for outstanding shares of Series A Preferred Stock. (d) From and after the election occurrence of any such director at a special meeting Triggering Event, the foregoing rights 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 shares of Series A Junior Participating Preferred Stock shall be divested to elect directors of the foregoing special voting rights, subject to revesting Company 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 accordance with this Section 3(C) 4.1 shall no longer be in addition to any other voting rights granted to effective (and shall not be exercised by the holders of the shares of Series A Junior Participating Preferred Stock) and shall be replaced with the rights of the holders of shares of Series A Preferred Stock to elect directors of the Company in this accordance with Section 35 of the Certificate of Designation.

Voting Rights. (a) The holders of record of shares of Series A Junior Participating Senior Preferred Stock shall have 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 following voting rights:Stockholders Agreement. (Ab) Each share If and whenever (i) four consecutive 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, (iii) the Corporation shall have failed to provide the notice required by Section 6(c) 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, the number of Series A Junior Participating 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 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 called as hereinafter provided. (and at each subsequent annual meeting of stockholders), unless c) Whenever (i) all arrears in cash dividends in arrears on the Series A Junior Participating Senior Preferred Stock 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) the Corporation shall have 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) of this Section 3. Until (iii) 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) and 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 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 four 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(c) 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), 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 rights3(e) or 8(c)), the terms of office of all the 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, 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 for the election of the 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 with respect to the directors elected by the holders of the Senior Preferred Stock, a successor shall be elected in accordance with the procedures of Section 8(b) 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. (d) Without the written consent of 66% of the outstanding shares of Senior Preferred Stock or the vote of holders of 66% 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; (ii) create, authorize or issue any class or series 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 this accordance with the terms hereof; (iii) merge or consolidate, or sell, exchange or convey all or substantially all of the assets, property or business of the Corporation unless, in the case of a merger or consolidation, (A) if the Corporation is not the surviving corporation, the seniority, rights, powers and preferences of the Senior Preferred Stock continue unimpaired and on identical terms after such transaction or (B) the surviving corporation has a Consolidated Net Worth (immediately following any such transaction) at least equal to that of the Corporation immediately prior to such transaction or (iv) issue any additional shares of Senior Preferred Stock, other than the issuance of Additional Shares in accordance with Section 33(b) hereof.

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 twotwo (2) directors. 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 (2) 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 twotwo (2) directors. 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; 125 (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 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 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 (a) Unless otherwise provided by any federal or state law, the Corporation’s Certificate of shares Incorporation, the Bylaws, or the provisions of Series A Junior Participating Preferred Section 5(b) hereof, the Holder of the Special Voting Stock shall not 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 right 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 directorsdirectors or on any other matters presented to the Stockholders for action by their written consent or at any annual or special meeting of the Stockholders. (b) At any time when the Holder, together with all of its Affiliates and Associates holds at least 5% of the then outstanding shares of Common Stock, the equivalent Holder of six quarterly dividends the Special Voting Stock shall be entitled to designate one (whether or not consecutive1) payable individual as a director 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 stockholdersDirector”), unless all dividends in arrears on the . 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) Director may be removed at any time, time as a director on the Board of Directors (with or without cause) upon, and only by upon, the affirmative vote request of the holders Holder of the shares Special Voting Stock effecting such removal. In the event that a vacancy is created on the Board of Series A Junior Participating Preferred Stock Directors at any time due to 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 purposedeath, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existdisability, the holders retirement, resignation or removal of the Series A Junior Participating Preferred Director, then the Holder, and only the Holder, of the Special Voting Stock shall be divested have the right to designate an individual to fill such vacancy. In the event that the Holder of the foregoing special voting rightsSpecial Voting Stock shall fail to designate a representative to fill the vacant Series A Director seat on the Board of Directors, subject to revesting in then such Board of Directors seat shall remain vacant until such time as the event of each and every subsequent like default in payments of dividends. Upon the termination Holder of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant Special Voting Stock designates an individual to said special voting rights shall forthwith terminatefill such seat in accordance with this Section 5(b), and the number of directors constituting during any period where such seat remains vacant, the Board of Directors nonetheless shall be reduced by twodeemed duly constituted. The voting rights granted by For the avoidance of doubt, even if there are no vacancies on the Board of Directors, so long as the Holder meets the qualifications set forth the first sentence of this Section 3(C) Paragraph 5(b), the Holder, shall be in addition entitled to any other voting rights granted to the holders of designate the Series A Junior Participating Preferred Director as set forth herein, and the size of the Board shall be deemed to have been increased by one director to accommodate such election. (c) The delivery by the Holder of notice to the Secretary of the Corporation of any action taken by the Holder under this Certificate of Designation of Special Voting Stock in this Section 3shall be effective immediately upon delivery of such notice.

Voting Rights. The holders (a) Except as provided under paragraph 5(b) below and as otherwise required by law and the Declaration, the Holders of shares of Series A Junior Participating the Preferred Stock shall Securities will have the following no voting rights:. (i) If (A) Each share the Trust (1) fails to pay Distributions in full on the Preferred Securities and such failure continues unremedied for 30 days or (2) fails to pay the Redemption Payment Amount of Series A Junior Participating any Preferred Stock shall entitle Securities to be redeemed on the holder thereof applicable Redemption Payment Date; or (B) an Event of Default occurs and is continuing (each an "Appointment Event"), then the Holders of the Preferred Securities, acting as a single class, will be entitled by the vote of Holders of Preferred Securities representing a Majority in Stated Amount of the Preferred Securities to appoint a number Special Regular Trustee in accordance with Section 5.02(a)(ii)(B) of votes equal the Declaration. Any Holder of Preferred Securities (other than the Sponsor or any Affiliate of the Sponsor) will have the right to nominate any Person to be appointed as Special Regular Trustee. Not later than 30 days after such right to appoint a Special Regular Trustee arises, the Regular Trustees will convene a meeting of the Holders of the Preferred Securities for the purpose of appointing a Special Regular Trustee. If the Regular Trustees fail to convene such meeting within such 30-day period, the Holders of Preferred Securities representing not less than 10% in Stated Amount of the outstanding Preferred Securities will be entitled to convene such meeting in accordance with Section 12.02 of the Declaration. The record date for such meeting will be the close of business on the Business Day next preceding the day on which notice of the meeting is sent to Holders of Preferred Securities. The provisions of the Declaration relating to the Adjustment Number on all matters submitted to a vote convening and conduct of the stockholders meetings of the CorporationHolders will apply with respect to any such meeting. If, at any such meeting, Holders of less than a Majority in Stated Amount of Preferred Securities entitled to vote for the appointment of a Special Regular Trustee vote for such appointment, no Special Regular Trustee shall be appointed. Any Special Regular Trustee may be removed without cause at any time by the Holders of Preferred Securities representing a Majority in Stated Amount of the Preferred Securities in accordance with Section 5.02(a)(ii)(B) of the Declaration. The Holders of 10% in Stated Amount of the Preferred Securities will be entitled to convene such a meeting to remove the Special Regular Trustee in accordance with Section 12.02 of the Declaration. The record date for such meeting will be the close of business on the Business Day next preceding the day on which notice of the meeting is sent to Holders of Preferred Securities. Any Special Regular Trustee appointed shall cease to be a Special Regular Trustee as provided in Section 5.02(c) of the Declaration. Notwithstanding the appointment of any such Special Regular Trustee, Time Warner shall retain all its rights under the Indenture. (ii) If any proposed amendment to the Declaration provides for, or the Regular Trustees otherwise propose to effect (A) any action that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the Declaration or otherwise, or (B) Except the liquidation, dissolution, winding-up or termination of the Trust, other than in connection with the distribution of Subordinated Notes held by the Property Trustee, upon the occurrence of a Special Event or in connection with the redemption of Preferred Securities as required by lawa consequence of a redemption of Subordinated Notes, by Section 3(C) then the Holders of outstanding Trust Securities will be entitled to vote on such amendment or proposal as a class and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent such amendment or proposal shall not be required effective except with the approval of the Holders of Trust Securities representing at least 66-2/3% in Stated Amount of Trust Securities affected thereby; provided, however, (except 1) if any amendment or proposal referred to in clause (A) above would adversely affect only the extent they are Preferred Securities or the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with holders the approval of Common Stock Holders of Trust Securities representing at least 66-2/3% in Stated Amount of such class of Trust Securities, (2) the rights of Holders of Preferred Securities under Article V of the Declaration to appoint and remove a Special Regular Trustee shall not be amended without the consent of each Holder of Preferred Securities, and (3) amendments to the Declaration shall be subject to such further requirements as are set forth herein) for taking any corporate actionin Sections 12.01 and 12.02 of the Declaration. (Ciii) IfIn the event the consent of the Property Trustee, as the holder of the Subordinated Notes, is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Subordinated Notes, the Property Trustee shall request the written direction of the Holders of the Trust Securities with respect to such amendment, modification or termination. The Property Trustee shall vote with respect to such amendment, modification or termination as directed by a Majority in Stated Amount of the Trust Securities voting together as a single class; provided that where such amendment, modification or termination of the Indenture or the Subordinated Notes requires the consent or vote of (A) holders of Subordinated Notes representing a specified percentage greater than a majority in principal amount of the Subordinated Notes or (B) each holder of Subordinated Notes, the Property Trustee may only vote with respect to that amendment, modification or termination as directed by, in the case of clause (A) above, the vote of Holders of Trust Securities representing such specified percentage of the aggregate Stated Amount of the Trust Securities, or, in the case of clause (B) above, each Holder of Trust Securities; and provided further that the Property Trustee shall not take any action in accordance with the directions of the Holders of Trust Securities unless the Property Trustee shall have received, at the time expense of any annual meeting the Sponsor, an opinion of stockholders nationally recognized independent tax counsel experienced in such matters to the effect that such action will not result in the Trust being treated as an association taxable as a corporation or a partnership for United States Federal income tax purposes and that, following such action, each Holder of Trust Securities will be treated for United States Federal income tax purposes as owning an undivided beneficial interest in the election Subordinated Notes. (iv) Subject to Section 2.06 of directorsthe Declaration, and the provisions of this and the next succeeding paragraph, the equivalent Holders of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are a Majority in default, the number of directors constituting the Board of Directors Stated Amount 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 StockSecurities, voting separately as a class to the exclusion of the holders of Common Stockclass, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on have the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, right 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 on behalf of all dividends which permitted Holders of Preferred Securities, waive any past default that is waivable under the election Declaration (subject to, and in accordance with the Declaration) and (B) direct the time, method, and place of said directors shall cease to exist, conducting any director who shall have been so elected pursuant proceeding for any remedy available to the provisions Property Trustee, or to direct the exercise of this Section 3(Cany trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Property Trustee, as the holder of the Subordinated Notes, to (1) may be removed at any direct the time, without causemethod and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Subordinated Notes, (2) waive any past default that is waivable under Section 6.06 of the Indenture or (3) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Notes shall be due and payable; provided that where the taking of any action under the Indenture requires the consent or vote of (x) holders of Subordinated Notes representing a specified percentage greater than a majority in principal amount of the Subordinated Notes or (y) each holder of Subordinated Notes, the Property Trustee may only take such action if directed by, in the case of clause (x) above, the vote of Holders of Preferred Securities representing such specified percentage of the aggregate Stated Amount of the Preferred Securities, or, in the case of clause (y) above, each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by the affirmative a vote of the holders 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 Securities. The Property Trustee shall not take 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 actions at the direction of the Holders of Preferred Securities unless the Property Trustee shall have received, at the expense of the Sponsor, an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that such action will not result in the Trust being treated for United States Federal income tax purposes as an association taxable as a corporation or a partnership and that, following such action, each Holder of Trust Securities will be treated for United States Federal income tax purposes as owning an undivided beneficial interest in the Subordinated Notes. If the Property Trustee fails to enforce its rights under the Declaration (including its rights, subject to revesting in the event of each powers and every subsequent like default in payments of dividends. Upon the termination privileges as a holder of the foregoing special voting Subordinated Notes under the Indenture), any Holder of Preferred Securities may, after a period of 30 days has elapsed from such Holder's written request to the Property Trustee to enforce such rights, institute a legal proceeding directly against Time Warner to enforce the terms Property Trustee's rights under the Declaration, without first instituting a legal proceeding against the Property Trustee or any other Person. (v) A waiver of office an Indenture Event of Default by the Property Trustee at the direction of the Holders of the Preferred Securities will constitute a waiver of the corresponding Event of Default under the Declaration in respect of the Trust Securities. (vi) Any required approval or direction of Holders of Preferred Securities may be given at a separate meeting of Holders of Preferred Securities convened for such purpose, at a meeting of all persons who may have been elected directors of the Holders of Trust Securities or pursuant to said special voting written consent. The Regular Trustees will cause a notice of any meeting at which Holders of Preferred Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Preferred Securities. Each such notice will include a statement setting forth (A) the date of such meeting or the date by which such action is to be taken, (B) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (C) instructions for the delivery of proxies or consents. (vii) No vote or consent of the Holders of Preferred Securities will be required for (A) the Trust to redeem and cancel Preferred Securities in accordance with the Declaration and (B) Time Warner to exercise the Time Warner Exchange Right. (viii) Notwithstanding that Holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities at such time that are owned by Time Warner or by any entity directly or indirectly controlling or controlled by or under direct or indirect common control with Time Warner shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding. (ix) Except as provided in this paragraph 5, Holders of the Preferred Securities will have no rights shall forthwith terminate, and to increase or decrease the number of directors constituting the Board of Directors shall be reduced by two. The Trustees or to appoint, remove or replace a Trustee, which voting rights granted by this Section 3(C) shall be are vested solely in addition to any other voting rights granted to the holders Holders of the Series A Junior Participating Preferred Stock in this Section 3Common Securities.

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 non-cumulative 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 Sections 302, 303 and 304 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, any vacancy in the event office of each a Preferred Director may only 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 every subsequent like voting together as a single class. Each director so elected to fill a vacancy 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. 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 as defined in Section 3.3.5 below) on the Series RP Preferred Stock shall exist, the holders of the Series 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 not consecutive(b) payable on any share or 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 A Junior Participating 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 referred to herein as a "Preferred Director." A Preferred Director shall continue to serve as such for a term of one year, except that upon any termination of the right of all holders of Voting Preferred Stock to vote as a class for Preferred Directors, the term of office of Preferred Directors then serving 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 defaultperson 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. 3.3.4 So long as a default in any preference dividends of the Series RP 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 RP Preferred Stock shall exist and (y) the holders of other series of Voting Preferred Stock shall no longer be entitled to elect such Preferred Directors, then the number of directors constituting the Board of Directors of the Corporation shall be increased reduced by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation. 3.3.5 For purposes hereof, 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 "default in arrears preference dividends" 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 RP Preferred Stock shall be divested deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Series RP 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 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 Series RP Preferred Stock then outstanding shall have been elected directors pursuant to said 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. 3.4 Except as set forth herein (or as otherwise required by applicable law), holders of Series RP Preferred Stock shall have no general or 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 required for taking any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3corporate action.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share Subject to the provision for adjustment hereinafter set forth, each one one-thousandth of Series A a Junior Participating Preferred Stock shall entitle Share entitles 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 of the Corporation. If the Corporation at any time following May 5, 1999 (i) declares any dividend on Common Shares payable in Common Shares, (ii) subdivides the outstanding Common Shares into a greater number of shares or (iii) combines the outstanding Common Shares into a smaller number of shares, then in each such case the number of votes per share to which holders of 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 Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. (Bb) Except as required by lawotherwise provided herein, by Section 3(C) and by Section 10 hereof, the holders of Series A Junior Participating Preferred Stock shall have no special voting rights Shares and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock Shares and shares of the Company's unit voting common stock, par value $0.01 per share (the "Unit Voting Shares"), and any other shares of stock of the Corporation having general voting rights 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. (Cc) If(i) Whenever, at the any time of or times, dividends payable on any annual meeting of stockholders for the election of directors, the equivalent of Junior Participating Preferred Shares are in arrears in an amount equal to at least six full quarterly dividends (whether or not declared and 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 outstanding Junior Participating Preferred StockShares shall have the exclusive right, voting separately as a class single class, to the exclusion elect two Directors of the holders of Common Stock, shall be entitled Corporation at said a special meeting of stockholders (of the Corporation or at the Corporation's next annual 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 as provided below. At elections for payment prior thereto, to vote for the election of two directors of the Corporationsuch Directors, the holders of any Series A Junior Participating Preferred Stock being Shares are entitled to cast one vote for each one one-thousandth of 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 rightsShare held, 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 3adjustment.

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 Corporation shall take all steps which are necessary, including the calling of a special meeting of stockholders, to cause the number of directors constituting the Board of Directors of the Corporation shall to be increased by twotwo as contemplated by the following sentence. 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. 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, time without cause, 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 Series GG Preferred Stock shall have no voting rights, except as provided below or as otherwise specifically required by law. (b) Whenever, at any time or times, dividends on the shares of the Series GG Preferred Stock have not been paid for an aggregate of six or more quarterly Dividend Periods, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of shares of the Series A Junior Participating GG 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 lawright, 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 shares of any other class or series of Parity Preferred Stock (as set forth hereindefined below) for taking any corporate action. (C) If, outstanding at the time of any upon which like voting rights have been conferred and are exercisable (“Voting Parity Stock”), voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next 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 stockholders until full dividends in arrears have been paid on the Series A Junior Participating GG Preferred Stock have been paid for at least four quarterly consecutive Dividend Periods at which time such right shall terminate, except as expressly provided herein 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 rightslaw, subject to revesting in the event of each and every subsequent like default in payments of dividendsthe character above mentioned. Upon the any termination of the foregoing special voting rightsright of the holders of shares of the Series GG Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the terms Preferred Directors shall cease to be qualified as directors, the term of office of all persons who may have been elected directors pursuant to said special voting rights Preferred Directors then in office shall forthwith terminate, terminate immediately and the authorized number of directors constituting the Board of Directors shall be reduced by twothe number of Preferred Directors elected pursuant hereto. The Any Preferred Director may be removed and replaced at any time, with cause as provided by law or without cause by the affirmative vote of the holders of shares of the Series GG Preferred Stock voting together as a class with the holders of shares of Voting Parity Stock, to the extent the voting rights granted of such holders described above are then exercisable. Any vacancy created by removal with or without cause may be filled only by the affirmative vote of the holders of shares of the Series GG Preferred Stock voting together as a class with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. (c) So long as any shares of the Series GG Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least 66 2/3% in voting power of the Series GG Preferred Stock and any Voting Parity Stock, voting together as a class, authorize, create or issue any capital stock ranking senior to the Series GG Preferred Stock as to dividends or upon liquidation, dissolution or winding-up, or reclassify any authorized capital stock into any such shares of such capital stock or issue any obligation or security convertible into or evidencing the right to purchase any such shares of capital stock. So long as any shares of the Series GG Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least 66 2/3% in voting power of the Series GG Preferred Stock, amend, alter or repeal any provision of this Certificate of Designations or the Certificate of Incorporation of the Corporation, including by merger, consolidation or otherwise, so as to adversely affect the powers, preferences or special rights of the Series GG Preferred Stock. Notwithstanding the foregoing, (1) any increase in the amount of authorized common stock or authorized preferred stock, or any increase or decrease in the number of shares of any series of preferred stock, or the authorization, creation and issuance of other classes or series of capital stock, in each case ranking on a parity with or junior to the shares of the Series GG Preferred Stock as to dividends or upon liquidation, dissolution or winding-up, shall not be deemed to adversely affect such powers, preferences or special rights and (2) a merger or consolidation of the Corporation with or into another entity in which the shares of the Series GG Preferred Stock (a) remain outstanding or (b) are converted into or exchanged for preference securities of the surviving entity or any entity, directly or indirectly, controlling such surviving entity and such new preference securities have powers, preferences and special rights that are not materially less favorable than the Series GG Preferred Stock in each case shall not be deemed to adversely affect the powers, preferences or special rights of the Series GG Preferred Stock. (d) In exercising the voting rights set forth in this Section 3(C) 5 or when otherwise granted voting rights by operation of law or by the Corporation, each share of the Series GG Preferred Stock shall be in addition entitled to any other one vote. (e) The foregoing voting rights granted provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required or upon which the holders of the Series A Junior Participating GG Preferred Stock shall be entitled to vote shall be effected, all outstanding shares of the Series GG Preferred Stock shall have been redeemed or shall have been called for redemption by the giving of notice thereof pursuant to Section 6(c) below and sufficient funds shall have been irrevocably deposited in this Section 3trust to effect such redemption.

Voting Rights. (a) The holders of shares of the 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 I Preferred Stock shall have no special voting rights other than as set forth in this Section 4 or otherwise provided by law. Holders of the Series I Preferred Stock shall be entitled to vote as a separate class on matters as to which the Pennsylvania Law requires a separate class vote of the Series I Preferred Stock and their consent shall have such other voting rights as are set forth in this Section 4. (b) If and whenever at any time (i) the Company shall be in default of any of its obligations to redeem any outstanding shares of Series I Preferred Stock or (ii) dividends on shares of Series I Preferred Stock have not be required been paid in full in cash for four consecutive fiscal quarters except to the extent that the terms of the Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payment of such dividends in cash, thereafter and until, in the case of clause (i), the Company shall have fulfilled its redemption obligations and, in the case of clause (ii), until all accrued and unpaid dividends payable in cash, whether or not declared, on the outstanding shares of Series I Preferred Stock shall have been paid in full in cash or declared and cash set apart for the payment thereof (except to the extent they are entitled to vote with holders that the terms of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payment of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly such dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultcash), 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 then constituting the Board of Directors shall be reduced increased by two. The two and the holders of shares of Series I Preferred Stock and, to the extent that the Series H Preferred Stock is entitled to participate in the election of additional directors pursuant to Section 4(b) of the Certificate of Designations relating to the Series H Preferred Stock, Series H Preferred Stock, voting rights granted by this Section 3(C) as a Series I Preferred Stock single class, shall be entitled to elect the two additional directors to serve on the Board of Directors by majority vote at any annual meeting of stockholders or special meeting held in addition to any other voting rights granted to place thereof, or at a special meeting of the holders of the Series A Junior Participating I Preferred Stock and Series H Preferred Stock called as hereinafter provided. The remaining directors of the Company shall be elected by the classes of stock entitled to vote therefor, voting together, at each meeting of shareholders held for the purpose of electing directors, all in accordance with the terms and procedures set forth in the Company's Articles and By-Laws. At no time shall the holders of the Series I Preferred Stock and Series H Preferred Stock be entitled to elect more than two additional directors pursuant to this Section 34(b) and Section 4(b) of the Certificate of Designations relating to the Series H Preferred Stock. Whenever, in the case of clause (i), the Company shall have fulfilled its redemption obligation and, in the case of clause (ii), all accrued and unpaid dividends payable in cash, whether or not declared, on the outstanding shares of Series I Preferred Stock shall have been paid in full in cash or declared and cash set apart for the payment thereof (except to the extent that the terms of the Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payment of such dividends in cash), then, subject to any right to elect additional directors pursuant to Section 4(b) of the Certificate of Designations relating to the Series H Preferred Stock, the right of the holders of the Series I Preferred Stock and Series H Preferred Stock to elect such additional directors pursuant to this Section 4(b) shall cease and the term of office of any person elected as director by the holders of the Series I Preferred Stock and Series H Preferred Stock shall forthwith terminate and the number of directors comprising 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 I Preferred Stock and Series H Preferred Stock pursuant to this Section 4(b) or if a vacancy shall exist in the office of a director elected by the holders of Series I Preferred Stock and Series H Preferred Stock, a proper officer of the Company may, and upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of Series I Preferred Stock and Series H Preferred Stock then outstanding addressed to the Secretary of the Company shall, call a special meeting of the holders of Series I Preferred Stock and Series H Preferred Stock, for the purpose of electing the directors which such holders are entitled to elect. If such meeting shall not be called by a proper officer of the Company within twenty (20) days after personal service of written request upon the Secretary of the Company, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Company at its principal executive offices, then the holders of at least twenty-five percent (25%) of the outstanding shares of Series I Preferred Stock and Series H Preferred Stock may designate in writing one of their number to call such meeting at the expense of the Company, and such meeting may be called by the person so designated upon the notice required for the annual meeting of stockholders of the Company and shall be held at the place for holding the annual meetings of stockholders. Any holder of Series I Preferred Stock and Series H Preferred Stock so designated shall have, and the Company shall provide, access to the lists of stockholders to be called pursuant to the provisions hereof. (c) So long as any shares of Series I Preferred Stock are outstanding, subject to the applicable provisions of the Pennsylvania Law, the Company shall not, without consent of the holders of at least a majority of the number of shares of Series I Preferred Stock and Series H Preferred Stock at the time outstanding, voting as a class given in person or by proxy, either in writing or by vote at a special meeting called for the purpose:

Voting Rights. In connection with actions specified in this Trust Agreement that may be taken by Holders of the Certificates evidencing specified percentages, such percentages are hereby deemed to represent percentages of the Certificates of all Classes in the aggregate. The voting rights allocated to each Class of Certificates will be allocated among all 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 each such Class in proportion to the Adjustment Number Outstanding Class Balance. However, unless a Certificate Insurer Default has occurred and is continuing with respect to the applicable Class A Certificates, on any date on which the Class A Certificates are outstanding or any amounts are owing to the Certificate Insurer, the Certificate Insurer will have all matters submitted to a vote the voting rights of the stockholders applicable Class A Moreover, unless the Guarantor defaults in its obligation under the its guaranty of the Corporation. (B) Except as required by lawClass A Certificates, by Section 3(C) on any date on which a Certificate Insurer Default is continuing and by Section 10 hereofany amounts are owed to ▇▇▇▇▇▇ ▇▇▇, holders of Series A Junior Participating Preferred Stock shall the Guarantor will have no special all the 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 Class A Certificates. Certificates. In the event that there shall be any matter arising under the pooling and servicing agreement or other document governing an Underlying Trust that required the vote of Series A Junior Participating Preferred Stock at holders of certificates outstanding thereunder, the time entitled to cast a majority Trustee as holder of the votes entitled Underlying REMIC Securities shall vote or take other actions relating to be cast for the election Underlying REMIC Securities in accordance with instructions of the Certificate Insurer, or, if a Certificate Insurer Default is continuing with respect to the relevant Class A Certificates, Guarantor, or, if there is Guarantor Event of Default, the Holders of the related Class A Certificates aggregating not less than 51% of the related Outstanding Class Balance. In the absence 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 existinstruction, the holders Trustee shall vote in a manner consistent, in the sole judgment of the Series A Junior Participating Preferred Stock shall be divested Trustee, with the best interests 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 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 3Certificates outstanding hereunder.

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(c) hereof), (iii) the Corporation shall have failed to provide the notice required by Section 6(c) 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 from 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 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. 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 non-waivable provisions of the ▇▇▇▇▇▇▇▇ Islands Act. (b) Upon the occurrence of a Series A Trigger Event, 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 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 Partnership and the General Partner of a request by Series A Holders holding a majority of the Corporation shall be increased by two. In addition Outstanding Series A Preferred Units, to voting together with the holders of Common Stock for the election of other directors elect one member of the CorporationBoard of Directors; provided, however, that the holders of record 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 class, have previously elected a member of the Board of Directors and (ii) such director continues to serve on the Board of Directors. Upon such request, the General Partner will promptly substitute one of the Appointed Directors for one director selected by the Series A Holders (a “Holders’ Nominee”) and appoint such Holders’ Nominee to the exclusion Board of Directors as an Appointed Director. Such right of such Series A Holders to elect a member of the holders Board of Common StockDirectors 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 like default in payments of dividendsSeries A Trigger Event. 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 the Holders’ Nominee then in office shall terminate immediately. Any director elected by the Series A Holders and, if applicable, any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Any Holders’ Nominee may be removed at any time without Cause only by the Holders of a majority of the Outstanding Series A Preferred Units and, if applicable, the holders of any other series of Parity Securities upon which like voting rights have been elected directors pursuant conferred and are exercisable, voting together as a class. If any Holders’ Nominee is removed, resigns or is otherwise unable to said special serve as a member of the Board of Directors, the Holders of a majority of the outstanding Series A Preferred Units and, if applicable, any other Parity Securities voting rights together as a class, shall forthwith terminate, and appoint an individual to fill the number of directors constituting vacancy. (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 Preferred Units, voting as a class, the Board of Directors 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 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 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 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.