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

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

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

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

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

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

Voting Rights. (a) The holders of 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. The In addition to any voting rights provided by law, the holders of shares of Series A Junior Participating Preferred Class B Stock shall have the following voting rights: (Aa) Each In addition to voting rights provided elsewhere in this Section 3, and as long as any of the Class B Stock is outstanding, each share of Series A Junior Participating Preferred Class B Stock shall entitle the holder thereof to a number of votes equal vote on all matters, including with respect to the Adjustment Number election of directors, voted on by holders of Common Stock voting together as a single class with other shares entitled to vote at all matters submitted to a vote meetings of the stockholders of the Corporation. With respect to any such vote, each share of Class B Stock shall entitle the holder thereof to cast the number of votes determined pursuant to the next sentence; provided, however, that if more than one share of Class B Stock shall be held by any holder of shares of Class B Stock, the total number of votes which such holder shall be entitled to cast pursuant to this Section 3(a) shall be computed on the basis of the total number of shares of Class B Stock held by such holder, with any then remaining fractional share disregarded for the purposes of this Section 3(a). The number of votes which each share of the Class B Stock shall entitle the holder thereof to cast shall be equal to (i) 6.8966 from the First Issue Date until the Approval Date (as defined herein), and (ii) from and after the Approval Date, the number of whole votes which could be cast in such vote by a holder of the shares of capital stock of the Corporation into which such share of Class B Stock is convertible on the record date for such vote. (Bb) Except as required by lawIn addition to the voting rights provided elsewhere in this Section 3, by Section 3(C) and by Section 10 hereof, the affirmative vote of the holders of Series A Junior Participating Preferred Stock shall have no special at least a majority of the outstanding shares of Class B Stock, voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock separately as set forth herein) for taking any corporate action. (C) Ifa single class, in person or by proxy, at the time of any a special or annual meeting of stockholders called for the purpose, shall be necessary to (A) except as contemplated by Section 2(c), authorize, increase the authorized number of shares of, or issue (including on conversion or exchange of any convertible or exchangeable securities or by reclassification), any shares of any class or classes, or any series of any class or classes, of the Corporation's capital stock ranking pari passu with or prior to (either as to dividends or upon a change in control of the Corporation, voluntary or involuntary liquidation, dissolution or winding up) the Class B Stock, (B) except as contemplated pursuant to Section 2(c) or as permitted pursuant to Section 10(a), increase the authorized number of shares of, or issue (including on conversion or exchange of any convertible or exchangeable securities or by reclassification) any shares of, Class B Stock, (C) alter, amend or repeal any of the provisions of the Certificate of Incorporation of the Corporation which in any manner would alter, change or otherwise adversely affect in any way the powers, preferences or rights of the Class B Stock, (D) approve the sale, lease or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries (as defined in Section 11), or (E) approve any merger of the Corporation with or into any other entity or any reorganization, recapitalization, liquidation or other similar transaction (including any issuance of equity securities, or securities convertible into equity securities by the Corporation, to any person (other than the Purchasers and their Affiliates) who would then own on a fully diluted basis more than 50% of the total number of votes entitled to be cast (giving effect to such issuance) by holders of the Corporation's capital stock on all matters, including the election of directors) involving the Corporation; provided, however, that the holders of the outstanding shares of Class B Stock shall only have a class vote on the transactions described in clauses (D) and (E) prior to the earlier of the effectiveness of a registration statement under the Securities Act of 1933 relating to all such shares and the date on which less than half of the total shares of Class B Stock originally issued (not including any shares issued in payment of dividends pursuant to Section 2(c)) remain outstanding. Notwithstanding the proviso to the preceding sentence, the equivalent affirmative vote of six quarterly dividends (whether or not consecutive) payable on any share or the holders of at least a majority of the outstanding shares of Series A Junior Participating Preferred Class B Stock, voting separately as a single class, in person or by proxy, at a special or annual meeting of stockholders called for the purpose, shall be necessary to approve any merger of the Corporation with or into any other entity or any reorganization, recapitalization, liquidation or other similar transaction involving the Corporation where (i) the Class B Stock is not remaining outstanding after such transaction under substantially the same powers, preferences, rights, qualifications, limitations and restrictions as are set forth in defaultthis Certificate of Designation or (ii) the cash, stock, securities or other property to be received on conversion of one share of Class B Stock following such transaction and the number application of directors constituting Section 8(h) has a Fair Market Value at the closing of such transaction less than 150% of the Conversion Price. In addition, if the Corporation shall have failed to pay in full dividends on the Class B Stock for six consecutive quarters, then the size of the Board of Directors of the Corporation shall be increased by two. In addition to voting together with , and the holders of Common shares of Class B Stock, voting together as a single class, shall have the right to elect such two directors. The right to elect such two directors under this Section 3(b) shall terminate upon payment in full of all dividends payable on the Class B Stock, at which time the Board of Directors shall return to its previous size and the directors elected by the holders of the Class B Stock shall be removed. (1) The rights of holders of shares of Class B Stock to take any actions as provided in this Section 3 may be exercised, subject to the DGCL (as defined in Section 11 hereof), at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose as hereinafter provided or at any adjournment or postponement thereof, or by the election of other directors written consent, delivered to the Secretary of the Corporation, of the holders of the minimum number of shares required to take such action. As long as such right to vote continues (and unless such right has been exercised by written consent of not less than the minimum number of shares required to take such action), the Chairman of the Board of the Corporation may call, and upon the written request of holders of record of 20% of the outstanding shares of Class B Stock, addressed to the Secretary of the Corporation at the principal office of the Corporation, shall call, a special meeting of the holders of shares of Class B Stock entitled to vote as provided herein. The Corporation shall use its best efforts to hold such meeting as promptly as practicable, but in any event not later than 120 days after delivery of such request to the Secretary of the Corporation, at the place and upon the notice provided by law and in the Bylaws of the Corporation for the holding of meetings of stockholders. (2) At each meeting of stockholders at which the holders of shares of Class B Stock shall have the right, voting separately as a single series, to take any action, the presence in person or by proxy of the holders of record of a majority of the Series A Junior Participating Preferred Stocktotal number of shares of Class B Stock then outstanding and entitled to vote on the matter shall be necessary and sufficient to constitute a quorum. At any such meeting or at any adjournment or postponement thereof, voting separately as in the absence of a class to the exclusion quorum of the holders of Common shares of Class B Stock, holders of a majority of such shares present in person or by proxy shall have the power to adjourn the meeting as to the actions to 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, taken by the holders of shares of Class B Stock from time to time and place to place without notice other than announcement at the meeting until a quorum shall be present. For the taking 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 action as is specified provided in paragraph (ASection 3(b) 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 Stock, each such holder shall have one vote for each share of Class B Stock standing in his name on the transfer books of the Corporation as of any record date fixed for such purpose or, if no such date be fixed, at the time entitled to cast a majority close of business on the votes entitled to be cast for Business Day next preceding the election day on which notice is given, or if notice is waived, at the close of any such director at a special business on the Business Day next preceding the day on which the 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 3is held.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Voting Rights. The holders of shares of (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. (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 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. (a) The holders of shares of Series A Junior Participating Senior Convertible Preferred Stock Shares shall not have any relative, participating, optional or other voting rights or powers of any type, and 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 consent 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 thereof shall not be required (for the taking of any corporate action, except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionin this Section 7 or as otherwise provided by the Operating Agreement of the Company or the Delaware Act. (Cb) IfSo long as any Series A Senior Convertible Preferred Shares are outstanding, the affirmative vote of the Requisite Holders at the time of outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any annual meeting of stockholders called 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 Stockpurpose, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders)necessary for approving, unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid effecting or declared and set apart for payment prior theretovalidating any amendment, to vote for the election of two directors of the Corporation, the holders alteration or repeal 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(CDesignation. (c) may be removed at In addition, so long as any timeSeries A Senior Convertible Preferred Shares are outstanding, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock Requisite Holders at the time entitled outstanding, voting as a separate class, shall be required prior to cast a majority the Company’s (or KCWS or WOLO’s) creation or issuance of (i) any Parity Securities; (ii) any Senior Securities; and (iii) any new Indebtedness (incurred after the date of hereof) other than (A) intercompany Indebtedness by KCWS or WOLO in favor of the votes entitled to be cast for Company, (B) Indebtedness incurred in favor of the election sellers of any such director at a special meeting KCWS or WOLO in connection with the acquisition of KCWS or WOLO, or (C) Indebtedness (or the refinancing of such holders called for that purposeindebtedness) the proceeds of which are used to complete the acquisition of KCWS or WOLO related expenses or working capital to operate the business of KCWS or WOLO. Notwithstanding the foregoing, this Section 7(c) shall not apply to any financing transaction the use of proceeds of which the Company will use to redeem the Series A Senior Convertible Preferred Shares and any vacancy thereby created may be filled by the vote Warrants. For the avoidance of such holders. If and when such default shall cease to existdoubt, the consent of the holders of the Requisite Holders shall not be required in connection with the issuance of Parity Securities, Senior Securities or new Indebtedness if, and so long as, the proceeds resulting from the issuance of such securities or Indebtedness are used to redeem in full the outstanding Series A Junior Participating Senior Convertible Preferred Stock shall be divested Shares. (d) 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(C) shall be in addition 7, with respect to any other voting rights granted matter as to which the holders of the Series A Junior Participating Senior Convertible Preferred Stock in this Section 3Shares are entitled to vote as a class, such holders shall be entitled to one vote per share.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle 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 otherwise provided in this Article IV or by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special the entire 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 power of the Corporation Trust shall be increased by two. In addition to voting together with vested in the holders of Class A Common Stock Shares and each holder of Class A Common Shares shall be entitled to one vote for each Class A Common Share held by such holder, provided that without the election -------- consent (given in writing or by vote at any regular or special meeting 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 Shareholders) of the holders (or, in the case of Common Stock, shall be entitled at said meeting of stockholders clause (and at each subsequent annual meeting of stockholdersb), 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 (Adeemed holders) 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 aggregate of (a) the election of any such director at a special meeting of such holders called for Class B Common Shares that purposeare then outstanding, and any vacancy thereby created may (k) the Class B Common Shares that would be filled by the vote of such holders. If and when such default shall cease issued to exist, the holders of the Series A Junior Participating Preferred Stock Shares were the outstanding Series A Preferred Shares converted into Class B Common Shares on the date such consent is to be obtained at the Conversion Rate that would apply were such date a Conversion Notice Date, the Trust shall be divested not: (i) merge, consolidate with or otherwise acquire any corporation or other business entity, provided that in a transaction (A) not involving the -------- transfer of any Shares, (B) in which the Trust is the surviving entity, and (C) pursuant to which this Declaration of Trust has not been amended, altered, repealed or superseded, the Trust may, without such consent, merge, consolidate with or otherwise acquire: (x) a Wholly-Owned Subsidiary of the foregoing special voting Trust; or (Y) any corporation or business entity that was not, prior to giving effect to such merger, consolidation or other acquisition or any transaction relating thereto, a Wholly-Owned Subsidiary of the Trust, in any transaction or series of related transactions not exceeding in value Ten Million Dollars ($10,000,000) in the aggregate (taking into account all liabilities assumed by the Trust or its Subsidiaries in any such transaction or transactions); (ii) sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Trust or any Subsidiary thereof to other than a Wholly-Owned Subsidiary of the Trust in any transaction or series of related transactions exceeding value Ten Million Dollars ($10,000,000) in the aggregate (taking into account all liabilities assumed by the Trust or its Subsidiaries in any such transaction or transactions); (iii) (A) effect any amendment to this Declaration of Trust or the By-laws of the Trust that adversely affects the rights, subject to revesting powers or preferences of the Class B Common Shares or authorize any shares of beneficial interest in the event of each Trust other than the Preferred Shares and every subsequent like default in payments of dividends. Upon the termination Common Shares, provided that the Trust may issue the Series C Preferred -------- Shares without such consent, or (B) reclassify or recapitalize any Shares; or (iv) liquidate, dissolve or otherwise wind up the affairs of the foregoing special voting rightsTrust or file, or consent by answer or otherwise to the terms filing against the Trust of, a petition for relief 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 reorganization or arrangement or any other voting rights granted to the holders petition in bankruptcy, insolvency or similar law of the Series A Junior Participating Preferred Stock in this Section 3any jurisdiction.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bi) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with specifically provided herein or required by the DGCL, the Holders and the holders of Common Stock will vote together as set forth herein) for taking any corporate action. (C) Ifa single class on all matters as to which the approval of the stockholders may be required, at the time of any annual meeting of stockholders except for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation which shall be increased covered by twoSection 5(a)(ii)-(d). In addition Holders will vote on an as-converted basis based on the Conversion Price (subject to adjustment pursuant to Section 13(a)(i), (iv) and (v)), and with respect to such vote, will have full voting together with rights and powers equal to the voting rights and powers of the holders of Common Stock for and the election of other directors of Holders entitled to vote shall be determined on the Corporation, record date on which the holders of record Common Stock entitled to vote are determined for such vote; provided, however, fractional votes will not be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Redeemable Convertible Preferred Stock held by each Holder could be converted) will be rounded to the Series A Junior Participating Preferred Stocknearest whole number (with one-half being rounded upward). (ii) In addition to and separate from the voting rights set forth in Sections 5(b) - (d) below, the Holders, with holders of any Parity Stock having similar voting separately rights, acting together as a class class, to the exclusion of the holders of Common Stock, shall have the right to elect up to that number of directors to the Board of Directors that constitutes a majority of the authorized number of members of the Board of Directors (the “PREFERRED DIRECTORS”); provided, however, that if, the percentage of Common Stock owned by the Holders on an as-converted basis, based on the Conversion Price (subject to adjustment pursuant to Section 13(a)(i), (iv) and (v)), is less than 50%, assuming exercise or conversion of all then-outstanding Options and Convertible Securities, then the Holders and holders of any Parity Stock having similar voting rights, acting together as a class, to the exclusion of the holders of Common Stock, shall have the right to elect a number of Preferred Directors which represent a percentage of the Board of Directors that is equal to the percentage of Common Stock owned by the Holders on such as-converted basis, rounded to the nearest multiple of 10 percent. The Company and the Board of Directors shall take such action as may be necessary to ensure that the number of directors on the Board of Directors would allow for a whole number of Preferred Directors to be elected for such specified percentage of Preferred Directors. (iii) The relevant date for determining the Holders’ as-converted fully diluted percentage ownership of the Common Stock shall be the record date for determining stockholders of record of the Company entitled to vote at the next annual or special meeting, as the case may be, to be held for the purpose of electing directors, or if no such meeting has been held for thirteen months from the date of the last meeting held for such purpose or written consents obtained in lieu thereof, then on the date that is thirteen months from such date, in which case the term of office for such number of Preferred Directors in excess of the number of Preferred Directors that the Holders and holders of any Parity Stock having similar voting rights are then entitled to elect shall terminate immediately (such terminated Preferred Directors to be selected, if necessary, by Holders of a majority of the Redeemable Convertible Preferred Stock and holders of any Parity Stock having similar voting rights, acting together as a class, or, if no selection is made, by a majority of the members of the Board of Directors who are not Preferred Directors), and the vacancy shall be filled by a person appointed by a majority of those members of the Board of Directors who are not Preferred Directors. Any such director elected to fill a vacancy shall serve the same remaining term as that of the predecessor Preferred Director, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. If the holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, notify the Company in writing that they have determined to waive their right to elect all or any Preferred Directors, the Holders and holders of any Parity Stock having similar voting rights nevertheless shall have the right, during the effectiveness of such waiver, to designate one observer, to the Board of Directors (the “PREFERRED BOARD OBSERVER”), who, subject to the execution and delivery of a confidentiality agreement to the Company (in form and substance reasonably satisfactory to the Company), may attend meetings of the Board of Directors and receive any materials distributed to the Board of Directors in connection with such meetings. After the Issue Date, the Preferred Directors shall have the right and power to designate one Preferred Director as a member of each committee of the Board of Directors; provided, that if the rules of the American Stock Exchange or any other national securities exchange or automated quotation system applicable to a committee (if and to the extent applicable to the Company) require all members of such committee to be independent, the Preferred Director designated as a member of such committee shall satisfy the independence requirements of such national securities exchange or automated quotation system. For purposes of electing the Preferred Directors, holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may nominate the nominees for election as the Preferred Directors. For purposes of designating the Preferred Board Observer, if any, or any replacement thereof, holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may designate the Preferred Board Observer. At any meeting of the Holders having a purpose of the election of the Preferred Directors, the presence, in person or by proxy, of holders of a majority in voting power of the shares of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, shall be required and be sufficient to constitute a quorum of such class for the election of any directors by such Persons. Holders of a majority in voting power of the shares of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class, may elect the Preferred Directors by vote or written consent in accordance with the DGCL. Any vacancy in the office of a Preferred Director may be filled by a person elected by holders of a majority in voting power of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class. A Preferred Director may be removed, with or without cause, by vote or by written consent, in each case in accordance with the DGCL by holders of a majority of the Redeemable Convertible Preferred Stock and the Parity Stock having similar voting rights, acting together as a class. Any Preferred Director elected to fill a vacancy shall serve the same remaining term as that of his or her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. If required by the corporate governance requirements of the Exchange Act, the American Stock Exchange or any other national securities exchange or automated quotation system, a majority of the members of the Board of Directors shall be independent directors, two of whom shall be Preferred Directors; provided that if at such time the Board of Directors consists of less than six members, one of such independent directors shall be a Preferred Director. (b) If and whenever at any time or times a Voting Rights Triggering Event occurs, then the holders of shares of Redeemable Convertible Preferred Stock, voting as a single class with the holders of any other then-outstanding Parity Stock having similar voting rights (together, the “VOTING RIGHTS CLASS”), will be entitled at said the next regular or special meeting of stockholders of the Company to elect two additional directors of the Company. In connection with any election of directors pursuant to this Section 5(b), the size of the Board of Directors shall automatically, and without further action, be increased by two seats, effective immediately prior to such election. (c) The voting rights provided for in Section 5(b) may be exercised at a special meeting of the holders of the shares of the Voting Rights Class, called as hereinafter provided, or at any annual meeting of stockholders of the Company held for the purpose of electing directors, and thereafter at each subsequent annual meeting of stockholders), unless until such time as (i) all dividends in arrears on any shares of the Series A Junior Participating Preferred Stock Voting Rights Class shall have been paid in full and (ii) the redemption price for shares of Redeemable Convertible Preferred Stock, if any, required to be redeemed pursuant to Section 8 or declared 9 hereof shall have been paid in full, at which time or times such voting rights and set apart for payment prior thereto, to vote for the election of two directors term of the Corporation, directors elected pursuant to Section 5(d) shall terminate immediately. (d) At any time when such voting rights shall have vested in the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number shares of votes per share the Voting Rights Class, an Officer of Series A Junior Participating Preferred Stock as is specified in paragraph the Company may call, and, upon written request of the record holders of shares of the Voting Rights Class representing at least twenty-five percent (A25%) of this Section 3the aggregate voting power of the then-outstanding shares of the Voting Rights Class, addressed to the Secretary of the Company, shall call, a special meeting of the holders of shares of the Voting Rights Class. Until Such meeting shall be held at the default earliest practicable date upon the notice required for annual meetings of stockholders at a location designated by the Board of Directors and set forth in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to such notice. Notwithstanding the provisions of this Section 3(C5(d), no such special meeting shall be called during a period within the 60 days immediately preceding the date fixed for the next annual meeting of stockholders of the Company, in which such case the election of directors pursuant to Section 5(b) may shall be removed held at such annual meeting of stockholders. (e) At any timemeeting held for the purpose of electing directors at which the holders of shares of the Voting Rights Class shall have the right to elect directors as provided herein, without cause, only the presence in person or by proxy of the holders of shares representing a majority of the aggregate voting power of the then-outstanding shares of the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of the Voting Rights Class for the election of directors by the Voting Rights Class. Such directors shall be elected by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast constituting a majority of the votes entitled aggregate voting power of the Voting Rights Class present at such meeting, in person or by proxy. (f) Any director elected pursuant to be cast for the election voting rights set forth in Section 5(b) shall hold office until the next annual meeting of stockholders of the Company (unless such term has previously terminated pursuant to Section 5(c)) and any vacancy in respect of any such director shall be filled only by a person elected by holders of a majority in voting power of the Voting Rights Class at a special meeting called in accordance with the procedures set forth in Section 5(d), or, if no such special meeting is called, at the next annual meeting of such holders called for that purpose, and any vacancy thereby created may be filled by stockholders of the vote of such holdersCompany. If all accrued and when such default unpaid dividends on the Voting Rights Class have been paid in full and the redemption price for shares of Redeemable Convertible Preferred Stock, if any, required to be redeemed pursuant to Section 8 or 9 hereof shall cease to existhave been paid in full, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsas applicable, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, then the terms of office of all persons who may have been the directors elected directors pursuant to said special voting rights Section 5(b) by holders of the Voting Rights Class shall forthwith terminateterminate immediately, and the number of directors constituting the Board of Directors shall shall, without further action, be reduced by two. (g) So long as any shares of Redeemable Convertible Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Company shall not, without the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock whether by merger, consolidation or otherwise, create, authorize, increase the authorized amount of, or issue (i) any additional shares of Redeemable Convertible Preferred Stock (except in payment of dividends on outstanding Redeemable Convertible Preferred Stock), or (ii) any class or series of Senior Stock or Parity Stock (or any security convertible into Senior Stock or Parity Stock), except for Series B-1 Stock. The In addition, so long as any shares of Redeemable Convertible Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Company shall not, without the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock, (i) amend the Certificate of Incorporation or this Certificate of Designations, whether by merger, consolidation, combination or otherwise, in a manner that would adversely affect the rights of the Holders, (ii) approve any transaction (or series of related transactions) that may result in a Change of Control or (iii) increase or decrease the size of the Board of Directors. Unless a greater percentage shall then be required by law, compliance by the Company with the covenants set forth in Sections 14, 15 or 16 may be waived by the affirmative vote or consent of the Holders of at least 66- 2/3% of the then-outstanding voting power of the shares of the Redeemable Convertible Preferred Stock. (h) In exercising the voting rights granted by this Section 3(Cset forth in Sections 5(a) through 5(g), each share of Redeemable Convertible Preferred Stock shall be in addition entitled to one vote. Except with respect to any other vote where solely the Redeemable Convertible Preferred Stock and Series B-1 Stock are entitled to vote together as a class, in any case where the Holders of the Redeemable Convertible Preferred Stock are entitled to vote as members of a single class with holders of shares of any Senior Stock or Parity Stock having similar voting rights, each class or series shall have a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such class or series. (i) The Company may, without the consent of the Holders of Redeemable Convertible Preferred Stock, and in taking such actions the Company shall not be deemed to have affected adversely the rights, preferences, privileges or voting rights granted of the Holders, (i) authorize, increase the authorized amount of, or issue any class or series of Junior Stock or (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation or this Certificate of Designations in connection with any merger or consolidation of the Company of the type described in Section 13(e)(i) hereof or any statutory exchange of securities of the Company with another Person of the type described in Section 13(e)(iv) hereof; provided, however, that, subject to Section 9 hereof, in the event the Company does not survive the transaction, the shares of the Redeemable Convertible Preferred Stock will be converted into or exchanged for shares of the successor Person, having in respect of such successor Person the same rights, preferences or voting powers as the shares of the Redeemable Convertible Preferred Stock immediately prior to the holders consummation of such merger, consolidation, or statutory exchange, except that they shall be convertible into the kind and amount of cash, securities and other property as determined in accordance with Section 13(e) hereof; and provided further, however, that following any such statutory exchange, such successor Person shall succeed to and be substituted for the Company with respect to, and may exercise all of the Series A Junior Participating Preferred Stock in rights and powers of the Company under, this Section 3.Certificate of Designations and the Redeemable Convertible

Voting Rights. The holders 4.7.1 Except as may otherwise be provided in this Agreement, the Act, or the Certificate of shares Formation, each of Series A Junior Participating Preferred Stock the Members hereby waives his or its right to vote on any matters other than as set forth in this Section 4.7. 4.7.2 In accordance with Section 19.2, the affirmative vote of a majority of the Class B Percentage Interests shall have the following voting rightsbe required to: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof adopt clerical or ministerial amendments to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.this Agreement; (B) Except approve a sale of substantially all the assets of the Company as required authorized by law, by Section 3(C) and by Section 10 hereof, holders Article 13 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.this agreement; (C) If, at the time approve indemnification of any annual meeting of stockholders for the election of directorsManager, the equivalent of six quarterly dividends (whether Member, 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 officer of the Corporation shall be increased Company as authorized 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) Article 14 of this Section 3. Until the default Agreement; and (D) appoint a Liquidating Trustee 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 accordance with Subsection 13.2.1. 4.7.3 The following actions require a majority vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast Class B members and a majority of the votes entitled to be cast for Class A Members voting as a single class: (A) authorize or approve a fundamental change in 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 business 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 Company; (B) modify the number of directors constituting Class A Interests after issuance, alter the Board Percentage Interest of Directors the Class A Interests after issuance or alter the capital contribution required for each Class A Interest once any Class A Interests have been issued; and (C) to approve any Loans to a Manager or any guarantee of a Manager's personal obligations, in accordance with Article 17. 4.7.4 Unless a Record Date for voting purposes has been fixed as provided in Section 4.13 of this Agreement, only Persons whose names are listed as Members on Exhibit 1 of this Agreement of the Company at the close of business on the business day immediately preceding the day on which notice of the meeting is given or, if such notice is waived, at the close of business on the business day immediately preceding the day on which the meeting of Members is held shall be reduced entitled to receive notice of and to vote at such meeting, and such day shall be the Record Date for such meeting. Any Member entitled to vote on any matter may cast part of the votes in favor of the proposal and refrain from exercising the remaining votes or vote against the proposal (other than for election or removal of a Manager), but if the Member fails to specify the Interests such Member is voting affirmatively, it will be conclusively presumed that the Member's approving vote is with respect to all votes such Member is entitled to cast. Such vote may be a voice vote or by two. The ballot; provided, however, that all votes for election or removal of a Manager must be by ballot upon demand made by a Class B or Class A Member at any meeting at which such election or removal is to be considered and before the voting begins. 4.7.5 Without limiting the preceding provisions of this Article 4.7, no Person shall be entitled to exercise any voting rights granted by this Section 3(Cas a Member until such Person (i) shall be have been admitted as a Member pursuant to Article 11.2, and (ii) shall have paid the Capital Contribution of such Person in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3accordance with Article 8.1.

Voting Rights. The (a) Holders shall be entitled to vote on any matter required or permitted to be voted upon generally by the holders of Common Stock of the Company and such vote shall represent an aggregate voting power equal to 2% of the voting power of the Company's outstanding Common Stock. (b) In addition, if (i) after January 1, 2003, there shall exist any Total Cash Dividends in Arrears remaining in arrears and unpaid for any two consecutive quarterly dividend periods; (ii) the Company fails to discharge its obligation to redeem Redeemable Preferred Stock on any Redemption Date to the extent required by Section 5; (iii) the Company fails to make a Par Offer if such offer is required by the second paragraph of Section 7(d) hereof or fails to purchase shares of Series A Junior Participating Redeemable Preferred Stock shall from Holders who elect to have such shares purchased pursuant to such Par Offer; (iv) a breach or violation of any other provisions contained in Section 7 hereof occurs and the following voting rights: (A) Each share breach or violation continues for a period of Series A Junior Participating 45 days or more after the Company receives notice thereof specifying the default from the Holders of at least 25% of the shares of Redeemable Preferred Stock shall entitle then outstanding; (v) Indebtedness of the holder thereof Company and/or any Restricted Subsidiary having an individual or aggregate outstanding principal amount of $25,000,000 or more is declared due and payable following an event of default prior to its scheduled stated maturity or is not paid in full upon its scheduled stated maturity; (vi) a number decree or order is entered by a court having jurisdiction in the premises granting relief in respect of votes equal any Significant Subsidiary in any involuntary case under the Federal Bankruptcy Code, adjudging such Significant Subsidiary a bankrupt, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any Significant Subsidiary under any Bankruptcy Law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of any Significant Subsidiary, or of substantially all of its properties, or ordering the winding-up or liquidation of its affairs under any such law, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (vii) any Significant Subsidiary institutes proceedings to be adjudicated a bankrupt, or any Significant Subsidiary consents to the Adjustment Number on institution of bankruptcy proceedings against it, or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any Bankruptcy Law, or any Significant Subsidiary consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of any Significant Subsidiary, or of substantially all matters submitted to a vote of its properties under any such law, then, in each such case, the Holders of the stockholders majority of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders then outstanding affected series of Series A Junior Participating Redeemable Preferred Stock shall have no special (voting rights and their consent shall not be required (except or consenting, as the case may be, as one class to the extent they are such Voting Rights Triggering Event relates to both series of Redeemable Preferred Stock) will be entitled to vote with holders elect two members 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; provided, however, that in no event shall such Holders be increased entitled to elect more than two such members. Such voting rights will continue until such time as (x) in the case of a dividend default described in clause (i) above, all Total Cash Dividends in Arrears on the Redeemable Preferred Stock are paid in full, (y) in the case of an event described in clause (v) above, any such acceleration or event of default has been rescinded, cured or waived or the Indebtedness relating to such acceleration has been paid, redeemed, repurchased or defeased in full and (z) in all other cases, any failure, breach, default or event giving rise to such voting rights is remedied, cured or waived by two. In addition to voting together with the holders Holders of Common Stock for the election of other directors at least a majority of the Corporationthen outstanding affected series of Redeemable Preferred Stock (voting or consenting, as the holders of record of the Series A Junior Participating Preferred Stockcase may be, voting separately as a one class to the exclusion extent such Voting Rights Triggering Event relates to both series of Redeemable Preferred Stock), after which time the term 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 paragraph shall terminate. Each such event described in clauses (i) through (vii) above is referred to herein as a "Voting Rights Triggering Event." (c) The Company shall not modify, change, affect or amend (including in connection with a merger or consolidation, except to the limited extent contemplated by Section 3(C7(e)) may be removed at the Certificate of Incorporation or this Certificate of Designation to affect materially and adversely the specified rights, preferences, privileges or voting rights of the Holders of the Redeemable Preferred Stock, or authorize the issuance of any timeadditional shares of Redeemable Preferred Stock, without cause, only by the affirmative vote or consent of the holders Holders of at least a majority of the shares of Series A Junior Participating Redeemable Preferred Stock at then outstanding, voting or consenting, as the time entitled case may be, as one class. In addition, the Company shall not authorize, create (by way of reclassification, merger, consolidation or otherwise) or issue (i) any Parity Securities, or any obligation or security convertible into or evidencing the right to cast purchase any Parity Securities, without the affirmative vote or consent of the Holders of a majority of the votes entitled then outstanding shares of Redeemable Preferred Stock except as expressly contemplated hereby, (ii) any Senior Securities, or any obligation or security convertible into or evidencing the right to be cast for purchase Senior Securities, without the election affirmative vote or consent of the Holders of at least a majority of the outstanding shares of the Redeemable Preferred Stock and (iii) any Junior Securities constituting Disqualified Stock, or any obligation or security convertible into or evidencing the right to purchase Junior Securities constituting Disqualified Stock, without the affirmative vote or consent of the Holders of at least a majority of the outstanding shares of the Redeemable Preferred Stock, in each case voting or consenting, as the case may be, as one class. Except as expressly set forth above, (i) the creation, authorization or issuance of any shares of Junior Securities, Parity Securities or Senior Securities, including the designation of series thereof within the existing class of Preferred Stock of the Company, or (ii) the increase or decrease in the amount of authorized Capital Stock of any class, including any Preferred Stock of the Company (other than the Redeemable Preferred Stock), shall not require the consent of the Holders and shall not be deemed to affect materially and adversely the specified rights, preferences, privileges or voting rights of Holders. The affirmative vote or consent of Holders of at least a majority of the then issued and outstanding shares of Redeemable Preferred Stock shall be required to increase the amount of authorized Redeemable Preferred Stock. No vote of the Holders shall be required to decrease the number of authorized shares of the Redeemable Preferred Stock; provided, however, that such director number shall not be decreased below the number of the then currently issued and outstanding shares of Redeemable Preferred Stock. (d) Immediately after voting power to elect directors shall have become vested and be continuing in the Holders pursuant to Section 4(b) or if vacancies shall exist in the offices of directors elected by the Holders, Holders of at least 10% of the then issued and outstanding shares of Redeemable Preferred Stock or a proper officer of the Company shall call a special meeting of the Holders for the purpose of electing the directors which such holders called for that purposeHolders are entitled to elect. Any such meeting shall be held at the earliest practicable date, and the Company shall provide Holders with access to the lists of Holders. At any meeting held for the purpose of electing directors at which the Holders shall have the right, voting separately as a class, to elect directors, the presence in person or by proxy of the Holders of at least a majority of the outstanding shares of Redeemable Preferred Stock shall be required to constitute a quorum of such Holders. (e) Any vacancy thereby created may occurring in the office of a director elected by the Holders shall be filled by the Holders. (f) In any case in which the Holders shall be entitled to vote of such holders. If and when such default shall cease pursuant to exist, this Section 4 or pursuant to the holders General Corporation Law of the Series A Junior Participating State of Delaware, each Holder shall be entitled to one vote for each share of Redeemable Preferred Stock shall be divested held. (g) Holders of at least a majority of the foregoing special then outstanding shares of Redeemable Preferred Stock, voting rightsor consenting, subject to revesting in as the event case may be, separately as a single class, may waive compliance with any provision of each and every subsequent like default in payments this Certificate 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 3Designation.

Voting Rights. (a) Holders of the K-SCUs shall have the voting rights set forth herein and in the Partnership Agreement. (b) So long as any K-SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of a majority of the K-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 K-SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment to the rights and obligations of holders of the K-SCUs that is materially adverse to the holders of K-SCUs (as reasonably determined by the Board of Directors of the Company) 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 materially no less favorable than those of a K-SCU under this Exhibit K and the Partnership Agreement (as reasonably determined by the Board of Directors of the Company), and (y) each holder of K-SCUs shall have the option to convert its K-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 K-SCUs could have been exchanged immediately prior to the consummation of the Recapitalization Transaction pursuant to Subsection 6(b) hereof upon the consummation of the Recapitalization Transaction; or (ii) amend, alter or repeal the provisions of this Exhibit K or Subsection 6.2(e) of the Partnership Agreement, the provisions of Subsections 9.2(a) or 9.2(f) as they apply to holders of K-SCUs or Common Units issued in respect thereof or the provisions of Subsection 9.2(b), in each case whether by merger, consolidation or otherwise, in a manner materially adverse to the holders of the K-SCUs (as reasonably determined by the Board of Directors of the Company). It being understood that nothing in this Exhibit K, 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 senior to the K-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 K-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 this Section 5 shall not apply, and holders of the K-SCUs shall not be entitled to vote on matters relating, to K-SCUs that have been (i) the subject of a notice of redemption pursuant to Subsection 4(a) hereof, or (ii) the subject of a Series A Junior Participating Preferred Stock K Exchange Notice pursuant to Subsection 6(a) hereof. (e) In any matter in which the K-SCUs may vote as a class (as expressly provided herein or as may be required by law), each K-SCU shall entitle be entitled to one vote. In any matter in which the holder thereof K-SCUs may vote with the Common Units as a single class, each K-SCU shall be entitled to a 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 K-SCU pursuant to the provisions of this Section 3(CSubsection 6(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) 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 A Junior Participating 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 (for purposes of this Paragraph (vii), this Series, together with all such other classes and series, is hereinafter collectively referred to as the "Dividend-Equivalent Preferred 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 Dividend-Equivalent Preferred Stock. The holders of the Common Stock shall have the following voting rights: (A) Each share right to elect the remaining directors of Series A Junior Participating the Corporation. If the holders of the Dividend- Equivalent Preferred 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 Dividend-Equivalent Preferred 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 Dividend-Equivalent Preferred Stock shall entitle the holder thereof to be present at 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 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 Dividend-Equivalent Preferred 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 Dividend- Equivalent Preferred 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 Dividend-Equivalent Preferred 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 Dividend-Equivalent Preferred 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 Dividend-Equivalent Preferred 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 Dividend- Equivalent Preferred 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 two. The the 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 Dividend-Equivalent Preferred Stock voting rights granted as a single class separate from the holders of all other classes of Capital Stock, the remaining director elected by this Section 3(C) the holders of the Dividend-Equivalent Preferred Stock may elect a successor to hold office for the unexpired term of the director whose place shall be in addition vacant. In the event of simultaneous vacancies among directors elected by the holders of the Dividend- Equivalent Preferred Stock, an election by the holders of the Dividend- Equivalent Preferred Stock, pursuant to any other voting rights granted the provisions of this Paragraph (vii), will be held. (d) Whenever the right shall have accrued to the holders of the Series A Junior Participating Dividend-Equivalent Preferred 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 Dividend-Equivalent Preferred 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 10 nor more than 60 days after the receipt of such request, for the purpose of electing directors. At all meetings of stockholders held for the purpose of electing directors during such time as the holders of the Dividend- Equivalent Preferred 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 Dividend-Equivalent Preferred Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of all other classes of Capital Stock outstanding at the time, and not entitled to such special right, shall be required to constitute a quorum of such other classes for the election of directors.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the 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 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. Each such additional director shall not be a member of Class A, Class B or Class C 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 (a) Subject to Section 4.03, Members shall have voting rights in connection with (i) the designation and removal of Managers in accordance with Section 4.01(b), (ii) the dissolution of the Company in accordance with Section 9.02 and (iii) any amendment of this Agreement in accordance with Section 10.11 and any other matters submitted to a vote of the Members by the Board of Managers. Holders of a Series A Preferred Membership Interests shall be entitled to vote with 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 Common Membership Interests 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 Common Membership Interests (together with any other class of series of Membership Interests then entitled to vote with the Common Membership Interests), as provided below. The Members shall have no special voting rights and their consent shall not be required (except to the extent vote together as a single class on all matters on which they are entitled to vote. Each Member holding Common Membership Interests shall be entitled to one vote with holders of for each Common Stock as set forth herein) Membership Interest held by such Member (and a partial vote 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 partial Common Membership Interest). Each Member holding Series A Junior Participating Preferred Stock are in default, Membership Interests shall be entitled to the number of directors constituting votes equal to the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders number of Common Stock Membership Interests (and a partial vote for the election of other directors of the Corporation, the holders any partial Common Membership Interests) into which all Series A Preferred Membership Interests held of record of the Series A Junior Participating Preferred Stock, voting separately as a class by such Member could then be converted pursuant 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 Section 3.04 on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment date any vote is taken. The Company shall provide written notice to all Members of any meeting at which a vote will be held at least five Business Days prior thereto, which notice shall describe the business to vote for be considered, the election of two directors actions to be taken and the matters to be voted on at the meeting in reasonable detail. At any meeting of the CorporationMembers, the holders presence, in person or by proxy, of any Series A Junior Participating Preferred Stock being entitled to cast Members holding a number majority of votes per share of Series A Junior Participating Preferred Stock as the outstanding Common Membership Interests (on an as-converted basis) shall constitute a quorum. When a quorum 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 existpresent, 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 a majority of votes cast shall be the holders act of the shares Members. If any business considered, action taken or matter voted on was not described in the written notice provided to all Members of Series A Junior Participating Preferred Stock at such meeting, within three Business Days of such meeting the time entitled Company shall provide written notice to cast the Members describing in reasonable detail such business consideration taken or matter voted on. Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by Members holding a majority of the votes entitled to be cast for outstanding Common Membership Interests (on an as-converted basis). Within three Business Days of taking of action by Members without a meeting by less than unanimous written consent, the election Company shall provide written notice of any such director at a special meeting the taking of such holders called for that purpose, and any vacancy thereby created may be filled by action to those Members who have not consented in writing to the vote taking of such holders. If and when such default action, which notice shall cease to exist, describe the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting actions taken 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 3reasonable detail.

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 this Section 14.5 or as otherwise provided by the Delaware Act. (b) In the event that eighteen monthly 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 Members called 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 such purpose within 30 days after receipt by the Board of Directors of a request by Series A Holders holding a majority of the Corporation Outstanding Series A Preferred Units and any Parity Securities upon which voting rights have been conferred, to elect two members of the Board of Directors, and the size of the Board of Directors shall be increased by twoas needed to accommodate such change. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record Such right of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of Holders and the holders of Common Stockany Parity Securities upon which voting rights have been conferred to elect two members of the Board of Directors shall continue until the Company 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 failure to pay eighteen monthly Series A Distributions as described above in payments of dividendsthis Section 14.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and, if applicable, holders of any Parity Securities to vote as a class for such directors, the terms term of office of all persons who may the directors then in office elected 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 Parity Securities shall be entitled to one vote on any matter before the Board of Directors. For the avoidance of doubt, in the event that eighteen monthly Series A Distributions, whether consecutive or not, are in arrears, and any Parity Securities have been elected directors conferred voting rights pursuant to said special voting rights shall forthwith terminateSection 15.5(b), and the maximum number of directors constituting additional members of the Board of Directors which shall be reduced by added is two. The Series A Holders and the holders of any Parity Securities having been conferred with voting rights granted by this right pursuant to Section 3(C15.5(b) shall be in addition vote as a single class to any other voting rights granted to elect such additional members of the Board of Directors. (i) Unless the Company 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, the Company 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 Company 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 Company shall not (A) issue any Parity Securities or Senior Securities if the cumulative distributions payable on Outstanding Series A Preferred Units are in arrears or (B) create or issue any Senior Securities. (d) For any matter described in this Section 314.5 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 Company or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) The holders of record of shares of Series A Junior Participating 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 Common Stock as a single class on all matters presented to the holders of the 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. 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 M▇▇▇▇▇▇▇ 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 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 Outstanding Series A Preferred Unit. Any Series A Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by 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 five 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 (a) Except as otherwise provided in this Agreement, no Member or Membership Unit shall have the following right to amend or terminate this Agreement or to appoint, select, vote for or remove the Board of Advisors or its agents or to exercise voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle or other consensual rights or to otherwise control or participate in any manner in the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote management or business of the stockholders Company or otherwise in connection with the property of the CorporationCompany. (Bb) Except So long 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 Voting Event has occurred that has 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 been waived 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 existwriting, the holders of the Series A Junior Participating Preferred Stock Management Carry Units shall be divested have the sole right to elect and remove the members 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 Advisors and the size of the Board of Advisors shall initially be set at three (3) members who shall be reduced by two. The voting rights granted by this Section 3(CJamie Kellner, Tom Allen an▇ ▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇, HOW▇▇▇▇, ▇▇▇▇ no later than six (6) months after the date hereof, the size of the Board of Advisors shall be increased to five (5) and two additional individuals (the "Outside Advisors") shall be in addition to any other voting rights granted to elected by the holders of the Series A Junior Participating Preferred Stock Management Carry Units to the Board of Advisors who are unaffiliated with the Management Members and who are reasonably acceptable to both (i) the holders of a majority in interest of the Management Carry Units and (ii) the holders of at least 60% in interest of the Class B Founder Units. (c) So long as the Company has not consummated an initial public offering in accordance with Section 7.01 hereof, upon the occurrence of a Voting Event and subject to the receipt of any necessary FCC approvals, the holders of a majority in interest of the Class B Founder Units shall be entitled to remove all members of the existing Board of Advisors and to elect six members of a reconstituted Board of Advisors made up of seven (7) members; and the holders of a majority in interest of the Management Capital Units shall be entitled to elect the remaining member of the reconstituted Board of Advisors. Upon the occurrence of a Voting Event, the Company shall make all filings and take all actions as are necessary, desirable or appropriate so as to allow the holders of Class B Founder Units to exercise their voting rights hereunder, including without limitation (i) making any filings or applications with the FCC or as may be required under the Hart-Scott-Rodino Anti-Trus▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇t of 1976, as amended, or the SBIC Regulations and (ii) obtaining any necessary governmental or other third party approvals or consents. Upon exercise of their voting rights under this Section 33.03(c), the holders of a majority in interest of the Class B Founder Units may cause the Board of Advisors to take, or cause to be taken, any action whatsoever (subject to the express terms of this Agreement and applicable law) including, without limitation, the sale of all or substantially all of the assets of the Company regardless of whether a Sales Event has occurred under the Investment Agreement and/or the filing with the FCC of an application to transfer control of each FCC license held by the Company.

Voting Rights. (a) Holders of the S-SCUs shall have the voting rights set forth herein and in the Partnership Agreement. (b) So long as any S-SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of two-thirds of the S-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 S-SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment to the rights and obligations of holders of the S-SCUs that is materially adverse to the holders of S-SCUs (as reasonably determined by the board of directors of the Company) 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 materially no less favorable than those of a S-SCU under this Exhibit H and the Partnership Agreement (as reasonably determined by the board of directors of the Company), and (y) each holder of S-SCUs shall have the option to convert its S-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 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; 172 (ii) amend, alter or repeal the provisions of this Exhibit H or Section 6.2(b) of the Partnership Agreement, the provisions of Sections 9.2(a) or 9.2(d) as they apply to holders of S-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, in a manner materially adverse to the holders of the S-SCUs (as reasonably determined by the board of directors of the Company); 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 S-SCUs disproportionately with respect to the rights of holders of the Common Units (as reasonably determined by the board of directors of the Company); it being understood that nothing in this Exhibit H, 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 S-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 S-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 6 shall entitle not apply and holders of the holder thereof S-SCUs shall not be entitled to vote on matters on account of S-SCUs that have been (i) redeemed by the Operating Partnership, (ii) exchanged by the holders pursuant to Paragraph 7 hereof, or (iii) the subject of a Put Closing. (e) In any matter in which the S-SCUs may vote as a class (as expressly provided herein or as may be required by law), each S-SCU shall be entitled to one vote. In any matter in which the S-SCUs may vote with the Common Units and/or SCUs as a single class, each S-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 S-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 Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, if no Event of shares Default has occurred and is continuing or would be caused thereby, MedPro may exercise any and all voting and consensual powers pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of Series A Junior Participating Preferred Stock this Agreement or other Transaction Documents; provided; however, that MedPro shall not exercise or refrain from exercising any such right if Secured Party or Noteholders representing a majority of the Outstanding Principal Balance of the Notes shall have notified MedPro that, in their respective judgment, such action would have a material adverse effect on the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote value of the stockholders Collateral or any part thereof. If an Event of the Corporation. (B) Except as required by lawDefault has occurred and is continuing, 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 MedPro shall not be required entitled to exercise any of the powers described in the preceding sentence, which shall be exercised exclusively by the Secured Party. In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to this Section 6.3 and to receive all dividends and other distributions which it may be entitled to receive under this Agreement, (except i) MedPro shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), MedPro hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including, without limitation, giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Secured Party will have the right to instruct the Independent Manager to exercise the powers and authority granted to the extent they are entitled Independent Manager pursuant 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 limited liability company agreement of the Corporation shall be increased Issuer to exercise any and all rights and options of the Issuer in relation to the LLC Agreement to enforce performance by twothe other parties thereto of their obligations thereunder. In addition If the Independent Member elects not to voting together exercise such rights and options notwithstanding the provision by the Noteholders of reasonable indemnity thereto, then the Secured Party will have the right to terminate the Independent Manager and to appoint a successor Independent Manager of the Issuer to exercise such rights and options. MedPro agrees to cooperate with the holders of Common Stock for Secured Party to cause such successor Independent Manager to succeed the election of other directors terminated Independent Manager, to be a manager of the CorporationIssuer, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class and to obtain and enjoy to the exclusion of the holders of Common Stockterminated Independent Manager all interests, shall be entitled at said meeting of stockholders (powers, rights and at each subsequent annual meeting of stockholders)authority previously owned, unless all dividends in arrears on possessed or enjoyed by 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 terminated Independent Manager pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote limited liability company agreement of the holders Issuer. The Secured Party will not be required to deliver any such instruction to the Independent Manager or to terminate the Independent Manager or appoint any successor Independent Manager unless instructed to do so by Direction of the shares Noteholders of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes Outstanding Principal Balance of the Notes, will only do so as specified in such Direction, and will be entitled to be cast for indemnified in full and held harmless by the election Noteholders in connection with its delivery of any such director at a special meeting of instruction or any 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 3or appointment.

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. (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 to 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 SCU 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 Subsection 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 Subsection 6.2(a)(iii), 6.2(a)(iv), 6.2(a)(v), 6.2(e) or 6.2(f) of the Partnership Agreement the provisions of Subsection 9.2(a), as they apply to holders of SCUs or Common Units issued in respect thereof or the provisions of Subsection 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 Section 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 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(CSubsection 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 (a) Holders of shares of Series A Junior Participating Preferred Stock the S-SCUs shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle rights set forth herein and in 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 CorporationPartnership Agreement. (Bb) Except So long 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 directorsS-SCUs remain outstanding, the equivalent Operating Partnership shall not, without the affirmative vote or consent 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 two-thirds of the CorporationS-SCUs outstanding at the time, the holders of record of the Series A Junior Participating Preferred Stockgiven in person or by proxy, either in writing or at a meeting (such series voting separately as a class 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 S-SCU outstanding prior to the exclusion Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment to the rights and obligations of holders of the S-SCUs that is materially adverse to the holders of Common Stock, shall be entitled at said meeting S-SCUs (as reasonably determined by the board 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) 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 materially no less favorable than those of a S-SCU under this Exhibit H and the holders Partnership Agreement (as reasonably determined by the board of any Series A Junior Participating Preferred Stock being entitled directors of the Company), and (y) each holder of S-SCUs shall have the option to cast convert its S-SCUs into the amount and type of consideration and/or securities receivable by a holder of the 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 Common Units into which permitted the election of said directors shall cease to exist, any director who shall such holder’s S-SCUs could have been so elected exchanged immediately prior to the consummation of the Recapitalization Transaction pursuant to Subsection 7(b) hereof upon the consummation of the Recapitalization Transaction; (ii) amend, alter or repeal the provisions of this Section 3(CExhibit H or Subsection 6.2(b) may be removed at any time, without cause, only by the affirmative vote of the Partnership Agreement, the provisions of Subsections 9.2(a) or 9.2(d) as they apply to holders of S-SCUs or Common Units issued in respect thereof or the shares provisions of Series A Junior Participating Preferred Stock at the time entitled to cast Subsection 9.2(c), in each case whether by merger, consolidation or otherwise, in 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 manner materially adverse to the holders of the Series A Junior Participating Preferred Stock in this Section 3.S-SCUs (as reasonably determined by the board of directors of the Company); or

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 and until his or her successor shall be elected and shall qualify, or until his or her earlier death, resignation, retirement, disqualification or removal including by virtue of the termination, pursuant to the provisions of this Section 3(C), of the foregoing special voting rights. 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 Pledgor shall have the following exercise their 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 rights in respect of the stockholders Shares in a manner consistent with the interests of the CorporationPledgee. In particular, and unless agreed otherwise by the Pledgee, the Pledgor shall cast its vote against any proposal for the liquidation, merger or split-up of the Company. (Bb) Except as required by law, by Section 3(CIf there occurs any Default (that has not been waived in accordance with the terms of the Loan and Security Agreement) and by Section 10 hereofas long as such situation shall be continuing in the opinion of the Pledgee, holders of Series A Junior Participating Preferred Stock the Pledgor shall have no special voting cast the votes and all other rights and their consent shall not be required (except attaching to the extent they are entitled to vote Shares in accordance with holders the Pledgee's instructions, if any, which instructions the Pledgor shall timely seek. The Pledgee's instructions shall be reasonable and not in violation of Common Stock any duties, fiduciary or other, which the Pledgor may have as set forth herein) for taking any corporate actionholder of the Shares. (Cc) IfExcept for general shareholders' meetings held exclusively for routine corporate household purposes (being the approval of annual accounts and the appointment of or discharge to directors and auditors, but not including in particular the declaration of dividends), the Pledgor shall forthwith give the Pledgee a copy of any convening notice or agenda of the general shareholders meetings of the Company. The Pledgor will transmit to the Pledgee copies of the minutes of the Company's shareholders' meetings at the time latest fifteen days after the holding of the relevant shareholder's meeting. (d) Unless agreed otherwise by the Pledgee, the Pledgor shall exercise all subscription rights to which the Pledged Shares may be entitled. The shares that the Pledgor would subscribe to pursuant to the exercise 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 Stocksuch right, shall be entitled at said part of the Future Shares and pledged in accordance with Article 2. (e) The Pledgor shall forthwith pay up any contribution duly called in respect of the Pledged Shares. (f) Without the prior written consent of the Pledgee, the Pledgor will not consent to any amendment, supplement or modification of any terms or provisions contained in, or applicable to the bylaws of the Company if the effect thereof could reasonably be expected to be adverse to the Pledgee hereunder or under the Loan and Security Agreement. (g) The Pledgor undertakes not to allow the Company's shareholder's meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends to deliberate upon items which would not have been mentioned in arrears the notice or 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 agenda communicated 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 3Pledgee.

Voting Rights. (a) The Series JJ 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 JJ Preferred Stock have not been paid for an aggregate of six or more 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 JJ 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 JJ Preferred Stock have been paid for at least four 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 JJ 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 JJ 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 JJ 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 JJ 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 JJ Preferred Stock and any Voting Parity Stock, voting together as a class, authorize, create or issue any capital stock ranking senior to the Series JJ 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 JJ 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 JJ 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 JJ 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 JJ 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 JJ 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 JJ Preferred Stock in each case shall not be deemed to adversely affect the powers, preferences or special rights of the Series JJ 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 JJ 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 JJ Preferred Stock shall be entitled to vote shall be effected, all outstanding shares of the Series JJ 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. The holders (a) Except as otherwise provided in Section 8.1(c) or Article IX, all matters before the Board shall be decided by a resolution of shares of Series A Junior Participating Preferred Stock shall have the following voting rightsBoard adopted with the affirmative vote of: (Ai) 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 simple majority of the stockholders Class A Managers that are duly present and voting at a duly called meeting of the Corporation. (B) Except as required by lawBoard; provided, by Section 3(C) and by Section 10 hereof, holders that if the Class A Member is not entitled to appoint any Class A Managers or if none of Series the Class A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Managers are entitled to vote (by reason of an Event of Default or otherwise), then all matters before the Board shall be decided by a resolution of the Board adopted with holders the affirmative vote of Common Stock as set forth hereinClass B Managers having the right to vote an aggregate Class B Voting Percentage of more than 50.0%; and (ii) for taking any corporate actionClass B Managers having the right to vote an aggregate Class B Voting Percentage of more than 50.0%; provided, that if none of the Class B Managers are entitled to vote (by reason of an Event of Default or otherwise in accordance with the express terms of this Agreement), then all matters before the Board shall be adopted with the affirmative vote of a simple majority of the Class A Managers that are duly present and voting at a duly called meeting of the Board. (Cb) IfFor the avoidance of doubt, and notwithstanding anything to the contrary herein (including Section 7.1), approval of the Qualified Majority Matters, Supermajority Matters, and Unanimous Matters are reserved exclusively for the Members (including, in respect of the approval of the FI Member, the FI Member Owners) pursuant to Section 7.10(d), and no Qualified Majority Matter, Supermajority Matter, and Unanimous Matter shall, in any event, be subject to the approval of the Class A Managers or the Class B Managers, in any respect. (c) If more than one Class A Manager appointed by the Class A Member is present and voting at a meeting of the Board, then each such Class A Manager will have the right to represent and vote 1/X of such Class A Member’s Voting Percentage, where “X” is the number of such Class A Managers that are present and voting. (d) If more than one Class B Manager appointed by a Class B Member (other than the FI Member for so long as the FI Member is directly or indirectly owned by more than one FI Member Owner) is present and voting at a meeting of the Board, then each such Class B Manager will have the right to represent and vote 1/X of the Class B Voting Percentage of such Class B Member, where “X” is the number of such Class B Managers appointed by such Class B Member that are present and voting. 57 (e) If more than one Class B Manager appointed by the FI Member at the direction of an FI Member Owner in accordance with Section 7.1(b) is present and voting at a meeting of the Board, then each such Class B Manager will have the right to represent and vote 1/X of the indirect Class B Voting Percentage of such FI Member Owner, where “X” is the number of such Class B Managers appointed by the FI Member at the direction of such FI Member Owner in accordance with Section 7.1(b) that are present and voting. (f) At all meetings of the Board, a Manager may vote in person or by written proxy executed by such Manager or by such Manager’s duly authorized attorney-in-fact. Without limiting the generality of the foregoing, any Class B Manager may grant a proxy in accordance with this Section 7.2(f) to another Class B Manager, Alternate Manager or other Person. Such proxy shall be filed with the Company before or at the time of any annual the meeting. No proxy shall be valid after eight months from the date of its execution, unless otherwise provided in the proxy. (g) Any action required or permitted to be taken by the Board may be taken without a meeting of stockholders the Board if a consent in writing, setting forth the action to be taken, is signed by Managers representing not less than the minimum percentage of votes that would be necessary to authorize or take such action at a meeting. (h) For the avoidance of doubt, except as otherwise expressly set forth in this Agreement (including Section 7.2(b) and Section 7.10(d)), any action to be taken by or approval required from the Company shall require the approval or authorization of the Board, in accordance with Section 7.2(a). (i) In the event that the Board considers and votes on a proposal for the election incurrence by the Company of directorsRelevering Debt or, following the prepayment in full of all commercial bank loans incurred as of the date of this Agreement, Replacement Debt and any Manager designated by a Substantial Member or a Founding Member (other than the NextDecade Member) in accordance with Section 7.2(b) votes against such proposal, promptly after such vote by the Board, a Designated Officer of each such Substantial Member or Founding Member and the NextDecade Member shall meet to discuss such proposal, and, as soon as reasonably practical after such discussion, but in no event sooner than seven days following the initial vote thereon, the equivalent Board shall reconvene and re-vote on such proposal for the incurrence of six quarterly dividends (whether Relevering Debt or not consecutive) payable on Replacement Debt. The Board shall be required to reconvene and re-vote only once in respect of any share or shares proposal for the incurrence by the Company of Series A Junior Participating Preferred Stock are Relevering Debt or, following the prepayment in default, the number full of directors constituting the Board of Directors all commercial bank loans incurred as of the Corporation shall be increased by two. date of this Agreement, Replacement Debt. (j) In addition to voting together with the holders of Common Stock for the election of other directors event any Controlled subsidiary of the CorporationCompany (other than an RG Facility Subsidiary) is or becomes managed by a board of managers or similar governing body, (i) the holders managers or representatives of record of the Series A Junior Participating Preferred Stocksuch board or governing body, voting separately as a class to the exclusion of the holders of Common Stockapplicable, shall be entitled elected by the Board and (ii) such board or governing body, as applicable, shall not take any action 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 such Company subsidiary that would require approval 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 Board under 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, Agreement 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 first obtaining 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 3approval.

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 10,000 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 of the foregoing special voting rights, subject referred 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.herein as a "

Voting Rights. (a) The holders holder of shares each outstanding share of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each right to one vote for each share of Series A Junior Participating Common Stock into which such Preferred Stock could then be converted, 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 powers 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 and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the election bylaws of other directors of the Corporationthis corporation, the holders of record of the Series A Junior Participating Preferred Stockand shall be entitled to vote, voting separately as a class to the exclusion of the 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 such outstanding shares of Preferred Stock held by each holder could be converted) shall be entitled at said meeting rounded to the nearest whole number (with one-half being rounded upward). (b) Notwithstanding the provisions of stockholders (and at each subsequent annual meeting Section 5(a) above, so long as 2,650,000 shares of stockholders), unless all dividends in arrears on the Series A Junior Participating B Preferred Stock have been paid or declared remain outstanding (as adjusted for subsequent stock splits, recapitalizations and set apart for payment prior thereto, to vote for the election of two directors of the Corporationlike), the holders of Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director of the corporation (the "Series B Director"). At any meeting held for the purpose of electing or nominating directors, the presence in person or by proxy of the holders of a majority of the Series A Junior Participating B Preferred Stock being entitled to cast then outstanding shall constitute a number quorum of votes per share the Series B Preferred Stock for the election or nomination of the Series B Director. A vacancy in the directorship elected solely by the holders of Series A Junior Participating B 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 Series B Preferred Stock. (c) Notwithstanding the provisions of Section 5(a) above, so long as 7,216,309 shares of Series A Junior Participating D Preferred Stock at remain outstanding (as adjusted for subsequent stock splits, recapitalizations and the time like), the holders of Series D Preferred Stock, voting as a separate class, shall be entitled to cast elect one (1) director of the corporation (the "Series D Director"). At any meeting held for the purpose of electing or nominating directors, the presence in person or by proxy of the holders of a majority of the votes entitled to be cast Series D Preferred Stock then outstanding shall constitute a quorum of the Series D Preferred Stock for the election or nomination of any such director at a special meeting of such holders called for that purpose, and any the Series D Director. A vacancy thereby created may be filled in the directorship elected solely by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating D Preferred Stock shall be divested filled only by vote 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 D Preferred Stock in this Section 3Stock.

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 Preferred Stock 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 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 this Section 3the 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 17

Voting Rights. The holders Pending the conclusion of shares of Series A Junior Participating Preferred Stock shall have the following detailed agreement(s) referred to in Recital FIRST, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle rights are restricted in the holder thereof to a number of votes equal first instance to the Adjustment Number on all matters submitted to a vote 12 members of the stockholders Constituent Councils. Subject also to Recital FIRST a simple majority of the Corporation. (B) Except as required by law, by Section 3(C) those members present and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock voting shall have no special voting rights and their consent shall not be required (except in all voting procedures. FIVE Period of Office Members appointed by the Constituent Councils to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) IfJoint Committee shall, 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 subject to the provisions of this Section 3(C) Clause SIX hereof, hold office, during the pleasure of the body by which they were appointed, until the next ordinary election of Councillors for the Constituent Councils.Immediately after such election, each Constituent Council shall again appoint its number of members to the Joint Committee. Partner organisations shall be free to vary the period of office for members of the Joint Committee SIX Vacancies in Membership A member ceasing to be a member of the Constituent Council which appointed him/her shall cease to be a member of the Joint Committee as at the same date. In that event, or any other time the Constituent Council by which a member was appointed may be removed appoint a member, to take his/her place for the remaining part of his/her period of office. Partner organisations may choose to introduce a replacement member of the Joint Committee at any time. SEVEN Quorum A quorum of the Joint Committee shall be 4 members appointed by and representing no less than three of the four Constituent Councils. Should the Joint Committee appoint a Sub-Committee, without causesuch Sub-Committee shall be as near as may be proportionately representative of the Constituent Councils as the Joint Committee is, only and the membership of the Sub• Committee and its quorum shall be determined 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 holdersJoint Committee EIGHT Standing Orders The Joint Committee shall adopt its own Standing Orders. 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 In the event of each any inconsistency between Standing Orders and every subsequent like default in payments the provisions of dividends. Upon the termination of the foregoing special voting rightsthis Agreement, the terms provisions of office of all persons who may have been elected directors pursuant to said special voting rights this Agreement 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 3prevail.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Association shall have the following three (3) classes of 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 CorporationMembership. (Ba) Except as required CLASS “A”. Class “A” Members shall be all Owners excepting the Developer. Class “A” Members shall be entitled to one (1) vote for each Lot they own. When more than one (1) person holds such interest or interests in any Lot, the entire vote attributable to such Lot shall be exercised by lawone (1) individual who is duly authorized in writing by all of the Owners of that Lot. In no event shall more than one (1) vote or a partial vote be cast with respect to any such Lot. When more than one person holds such an interest or interests in a Lot, by Section 3(C) it shall be the responsibility of those Owners to provide the Developer or the Association with written notification, with the signatures of all of those persons owning an interest in the Lot affixed, of the name and by Section 10 hereof, holders mailing address of Series A Junior Participating Preferred Stock that person authorized to receive notification from the Association and to cast said vote. Class “A” Membership shall have no special voting rights be mandatory for all Owners except the Developer and their consent shall may not be required (except to the extent they are entitled to vote with holders separated from ownership of Common Stock as set forth herein) for taking any corporate actionLot. (Cb) If, at CLASS “B”. The sole Class “B” Member shall be the time Developer. The Class “B” Member shall be entitled to cast the greater of any annual meeting of stockholders four (4) votes for each Lot for which it holds title or one more vote than 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 total votes of the Corporation Class “A” Members. Class “B” Membership shall be increased end and Class “C” Membership shall automatically begin when one hundred (100%) percent of the Buildings permitted by twothe Master Plan have certificates of occupancy issued thereon and have been conveyed to Owners other than builders holding title for purposes of development and sale, or at such time as the Developer voluntarily relinquishes its Class “B” Membership in writing to the Association. In addition to voting together with any and all rights granted to it in this Declaration, the holders of Common Stock for the election of other directors Class “B” Member shall enjoy all of the Corporation, rights granted to the holders of record Class “C” Member upon termination of the Series A Junior Participating Preferred StockClass “B” Membership, voting separately as a class prior 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 Class “B” Membership. (c) CLASS “C”. The sole Class “C” Member shall be the Developer upon termination of its Class “B” Membership. The Class “C” Member shall have no voting rightsrights and no assessment obligations. The Class “C” Member shall enjoy certain limited rights under this Declaration, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminateBy- Laws, and the number Regulations, including without limitation the right to: (1) obtain access to, and electronic and/or paper copies of, Association’s books and records, including financial and membership data; (2) exercise the Declaration’s enforcement powers pursuant to Article X, Section 5 of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(CDeclaration, and (3) shall be in addition to any other voting rights granted to the holders call Special Meetings of the Series A Junior Participating Preferred Stock Association on any topic or issue it sees fit in this Section 3its sole discretion, although the Class “C” Member would not be entitled to vote at said meeting. Class “C” Membership shall terminate at the voluntary discretion of the Developer, although there is no requirement that it be terminated.

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) 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 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 (a) From and after the date that an Investor Stockholder becomes a Non-Participating Stockholder or a Defaulting Stockholder, such Investor Stockholder shall forfeit the right to (i) vote on any matters as are expressly required or permitted in the Certificate of Incorporation, the Bylaws, this Agreement or the Stock Purchase Agreement to be voted on by the Series B Preferred as a separate class, except to the extent prohibited by law or expressly provided herein or therein, and all such shares held by such Non-Participating or Defaulting Stockholder shall be deemed to be not outstanding for all such purposes, and (ii) appoint a nominee to the Board of Directors pursuant to Section 5.2 hereof. Such Non-Participating Stockholder or Defaulting Stockholder shall cause its Investor Nominee, if any, to resign if requested by the Company. In the event an empty Board of Directors seat is created pursuant to this Section 5.8, such seat shall be filled by the nominee of the Investor Stockholder who holds the largest number of shares of Series A Junior Participating B Preferred Stock shall and that does 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 nominee 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 and is not itself a Non-Participating Stockholder or a Defaulting Stockholder or, if such next largest Investor Stockholder does not desire to or cannot appoint a nominee, by the Corporation shall be increased by two. In addition to voting together with Investor Stockholder who holds 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 next largest 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 B Preferred Stock at the time entitled to cast and who does not otherwise have 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 nominee on the Board of Directors shall and is not itself a Defaulting Stockholder or, if no such Investor Stockholder exists or is willing or able to appoint such a nominee, by the Investor Stockholder holding the largest number of shares of Series B Preferred Stock who is not a Defaulting Stockholder or Non-Participating Investor. (b) From and after the date that an Investor Stockholder becomes a Non-Participating Stockholder or a Defaulting Stockholder, such Investor Stockholder hereby agrees to grant to the chief executive officer of the Company a proxy (such proxy to be reduced coupled with an interest and therefore irrevocable) to vote such shares of Common Stock and Series B Preferred owned by twosuch Non-Participating Stockholder or Defaulting Stockholder, as the case may be; provided, however, that such proxy will not be in effect for any votes that (i) are required by law to be voted by such Non-Participating Stockholder or Defaulting Stockholder, as the case may be, (ii) are expressly required or permitted in the Certificate of Incorporation, the Bylaws, the Stock Purchase Agreement or this Agreement to be voted by such Non-Participating Stockholder or Defaulting Stockholder, as the case may be, and (iii) for any vote pertaining to any amendment, modification, or waiver that would adversely affect the rights of such Non-Participating Stockholder or Defaulting Stockholder, as the case may be, in its capacity as a Stockholder, without similarly affecting the rights of all Stockholders of the same class or series, in their capacity as Stockholders of such class or series. The voting rights granted chief executive officer will, pursuant to such proxy, vote such shares of Common Stock and Series B Preferred owned by this Section 3(Csuch Non-Participating Stockholder or Defaulting Stockholder, as the case may be, in the same manner (i.e., in favor, abstain or against) shall be and in addition to any the same proportion as all votes cast by the other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Stockholders.

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) Except as otherwise provided herein or by law, the holders of Series A Preferred Shares and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) In the event that dividends upon the Series A Preferred Shares shall be in arrears in an amount equal to six full quarterly dividends thereon, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders’ meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation. Notwithstanding the foregoing, if the holders of such Series A Preferred Shares have no special elected two members of one class of the Board of Directors, they shall not have the right to elect additional members of the Board of Directors until the term of the two directors previously elected has expired. All other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and their consent unpaid dividends thereon shall have been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A 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 Amended and Restated Bylaws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A 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 Bylaws 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 rights, rights of the holders of any series of Series A Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (d) Except as otherwise provided herein, in the Certification of Incorporation or Amended and Restated Bylaws of the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to Corporation, the holders of 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. (a) The holders of record of shares of Series A Junior Participating C Preferred Stock shall have be entitled to vote on an as-converted basis (calculated in accordance with Section 8(a) as of the following voting rights: (Aclose of trading on the last trading day of the most recently ended fiscal quarter of the Corporation) Each share with the Common Stock as a single class on all matters presented to the holders of the 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 A Junior Participating C Preferred Stock to designate the Series C Designee (as defined below), the holders of Series C 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 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 such designee to the provisions Board of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of Directors; and the holders of the outstanding shares of Series A Junior Participating D Preferred Stock at the time shall be entitled to cast a majority designate one director (the "Series D Designee") for election to the Board of Directors of the votes entitled Corporation and, voting separately as a series, shall have the exclusive right to be cast vote for the election of any such director at a special meeting designee to the Board of such holders called for that purposeDirectors; provided that, and any vacancy thereby created may be filled by notwithstanding the vote of such holders. If and when such default shall cease to existforegoing, after the Issue Date, (i) the holders of the outstanding shares of the Series A Junior Participating C Preferred Stock shall continue to be divested of entitled to designate the foregoing special voting rights, subject Series C Designee for election 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, voting separately as a series, shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition continue to any other voting rights granted 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 A Junior Participating D Preferred Stock in this Section 3.shall continue to be entitled to

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).