Common use of Description of Preferred Stock Clause in Contracts

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------Delaware

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six sixteen fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C Certificate of Designation for Preferred Stock EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A Series B PREFERRED STOCK ---------------------------------- ----------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware -----------------------------------------------------------------

Description of Preferred Stock. Each Unit of Preferred Stock will have one vote, voting together with the Voting Common Stock. Rights held by holders of Nonvoting Common Stock will be exercisable for Units of Preferred Stock, but such Preferred Stock will be nonvoting so long as it is held by The Equitable Life Assurance Society of the United States or its affiliates, the current holders of the Nonvoting Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six consecutive fiscal quarters. Otherwise, all holders of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable entitled to the same rights and privileges. The Units of Preferred Stock will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- ------------------------------ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------ I, George W. Henderson, III, Chief Executive Officer and President of Burxxxxxxx Xxxxxxxxxx, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, such Board of Directors, at a duly called meeting held on December 3, 1997, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 215,000 shares of Preferred Stock having a par value of $.01 per share, designated as Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") out of the class of 30 million shares of preferred stock of the par value of $.01 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C --------- MPOWER COMMUNICATIONS CORP. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A E PREFERRED STOCK ---------------------------------- -------------------- Pursuant to Section 151 78.195 and 78.1955 of the General Corporation Law of the State of Delaware ------------------------------------Nevada -------------------- Mpower Communications Corp., a corporation organized and existing under the General Corporation Law of the State of Nevada (the "Corporation"), DOES HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Articles of Incorporation, as amended (the "Certificate"), and, pursuant to the provisions of Section 78.195 and 78.1955 of the General Corporation Law of the State of Nevada, said Board of Directors, at a duly called meeting held on December 11, 2000, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 100,000 shares of Preferred Stock having a par value of $.001 per share, designated as Series E Preferred Stock (the "Series E Preferred Stock") out of the class of 50,000,000 shares of preferred stock of the par value of $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series E Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.12 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $0.01 per Unit or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of the Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of the Company Common Stock. Exhibit C CERTIFICATE OF DESIGNATION AMENDMENT OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS RESTATED CERTIFICATE OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to INCORPORATION OF ONEIDA LTD. Under Section 151 805 of the General Business Corporation Law of the State of Delaware ------------------------------------Law

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher be entitled to dividends at the same rate per share dividend as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Except as provided by law, the holders of Series A Preferred Stock will not have any right to vote on any matters to be voted on by the stockholders of the Company, and the Series A Preferred Stock will not be included in determining the number of shares voting or entitled to vote on any such matters. Notwithstanding the foregoing, during such period or periods as there are no shares of Voting Common Stock issued and outstanding, and only during such period or periods, each Unit of Series A Preferred Stock shall entitle the holder thereof to one vote (subject to certain adjustments) on all matters submitted to a vote of the holders of the Nonvoting Common Stock. In such an event where there are no shares of Voting Common Stock issued and outstanding, the holders of Units of Series A Preferred Stock and the holders of shares of Nonvoting Common Stock will vote together as one class on all matters submitted to a vote of holders of Nonvoting Common Stock. Except as set forth in the Certificate of Designation, holders of Units of Series A Preferred Stock will have no special voting rights and their consents will not be required (except to the extent they are entitled to vote with holders of shares of Nonvoting Common Stock) for taking any corporate action. Subject to certain adjustments provided for in the Certificate of Designation, each Unit of Series B Preferred Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the holders of Voting Common Stock of the Company. Except as otherwise provided in the Certificate of Designation or by law, the holders of Units of Series B Preferred Stock and the holders of shares of Voting Common Stock will vote together as one class on all matters submitted to a vote of holders of Common Stock of the Company. Further, holders of Units of Series B Preferred Stock will have no special voting rights and their consents will not be required (except to the extent they are entitled to vote with holders of shares of Voting Common Stock) for taking any corporate action. Shares of Series B Preferred Stock and Rights to purchase Series B Preferred Stock may be held only by: (1) an active employee (i) of the Company, (ii) of a corporation in which the Company directly owns 100% of the voting shares, or (iii) of a corporation, in an unbroken chain of corporations, in which the Company indirectly (through the Company's ownership of 100% of the voting shares of all intermediate corporations in that chain) owns 100% of the voting shares, each such employee being hereinafter referred to as an "Active Employee"; (2) directors of the Company; or (3) trusts for the exclusive benefit of an Active Employee or Active Employees if the terms of the trust provide that the Trustee shall vote all full shares of Series B Preferred Stock of the Company credited to the account of said Active Employee or Active Employees only in accordance with the written direction of said Active Employee or Active Employees. Because of the nature of the Series A Preferred Stock's and the Series B Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company the Nonvoting Common Stock and the Voting Common Stock, respectively. CERTIFICATE OF EXHIBIT D DESIGNATION OF THE VOTING POWERS, DESIGNATION, DESIGNATIONS PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- _________________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------_________________________________ I, _________________________, [Chief Executive Officer and President] of Xxxxxxx Associates, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, such Board of Directors, at a duly called meeting held on October 30, 1996, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 10,000 shares of Preferred Stock having a par value of $1.00 per share, designated as Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") out of the class of 1,000,000 shares of preferred stock of the par value of $1.00 per share (the "Preferred Stock"): RESOLVED, that in order to effect the Rights Plan and pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.12 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $0.01 per Unit or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of the Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of the Company Common Stock. Exhibit C CERTIFICATE OF DESIGNATION AMENDMENT OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS RESTATED CERTIFICATE OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to INCORPORATION OF ONEIDA LTD. ____________________________________________________ Under Section 151 805 of the General Business Corporation Law of the State of Delaware ------------------------------------_____________________________________________________

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- Pursuant OF PINNACLE ENTERTAINMENT, INC. The undersigned officers of Pinnacle Entertainment, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by the Restated Certificate of Incorporation of said Corporation, the said Board of Directors, by unanimous written consent in lieu of a meeting dated November 6, 2014, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $1.00 per share, designated as Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), out of the State Corporation’s authorized shares of Delaware ------------------------------------preferred stock of the par value of $1.00 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Restated Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 100,000 shares (such number of shares may be increased or decreased by resolution of the Board of Directors in accordance with the Company’s Restated Certificate of Incorporation) of its authorized Preferred Stock to be designated and issued as the “Series A Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will not be non redeemable and subordinate will generally rank junior to any other shares outstanding Preferred Stock of preferred stock that may be issued by the Company, including the Company's Series A 9.68% Cumulative Convertible Preferred Stock. Each Unit share of Preferred Stock will have a minimum preferential quarterly dividend of the greater of (i) $.01 1.00 per Unit or any higher share, and (ii) an amount equal to 1,000 times the aggregate per share amount of any dividend declared on the Company Common Stock, other than a dividend payable in Common Stock or a subdivision of the outstanding Common Stock. In If the event of liquidationCompany liquidates, the each holder of a Unit share of Preferred Stock will receive a preferred liquidation payment equal to the greater of (i) $.01 1,000 per Unit share, and the (ii) an amount per share equal to 1,000 times the aggregate amount paid in respect of a to be distributed per share of Company Common Stock. Each Unit share of the Preferred Stock will have one voteentitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company, voting together with subject to adjustment under certain circumstances. Except as otherwise provided by law the Company Common Stock. The holders of Units of the Preferred Stock, the Common Stock and any other capital stock of the Company possessing general voting rights will vote as a separate single class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of an arrearage in payment of six quarterly dividends (regardless of whether declared by the Board of Directors) the Board of Directors will increase by two directors to be elected by the holders of outstanding shares of the Preferred Stock. On any merger, consolidation or other transaction in which shares of Company Common Stock are is exchanged, each Preferred Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation dividends and votingupon liquidation, and in the event of connection with mergers and consolidations, are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Stock's dividend, Stock dividend and liquidation and voting rights, the economic value of one each Preferred Unit of Preferred Stock that may be acquired issuable upon the exercise of each a Right is expected to should approximate the economic value of one a share of Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------.

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION DETERMINATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE of SERIES A PREFERRED STOCK ---------------------------------- of DSP GROUP, INC. ------------------------------------- (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) ------------------------------------- The undersigned officers of DSP Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware ------------------------------------(the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on January 29, 1997, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of 200,000 shares of Preferred Stock having a par value of $.001 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 5,000,000 shares of preferred stock of the par value of $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------ I, Bart X. Xxxxxxxx, Xxesident and Chief Executive Officer of TransAct Technologies Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on December 2, 1997, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 200,000 shares of Preferred Stock having a par value of $.01 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 5,000,000 shares of preferred stock (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series of Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 .001 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. CERTIFICATE EXHIBIT C TO RIGHTS AGREEMENT ARTICLES OF DESIGNATION AMENDMENT TO ARTICLES OF THE VOTING POWERSINCORPORATION OF XXXXXX RESTAURANTS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE INC. DESIGNATING SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- Pursuant Xxxxxx Restaurants, Inc., a Florida corporation (the “Corporation”), in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act (the “FBCA”), does hereby certify, that pursuant to the authority contained in the Corporation’s Articles of Incorporation (the “Articles of Incorporation”), and in accordance with the provisions of the FBCA, these Articles of Amendment were duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on June 17, 2015 providing for the creation of a series of preferred stock, without par value, to be designated as Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), out of the Corporation’s authorized shares of preferred stock without par value (the “Preferred Stock”), and pursuant to Section 151 607.0602(4) of the General Corporation Law FBCA and Section (2) of Article III of the State Articles of Delaware ------------------------------------Incorporation, there being no shareholder action required, Article III of the Articles of Incorporation is hereby amended by adding the following new Section (4) to create such Series A Junior Participating Preferred Stock having the preferences, limitations and relative rights as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher be entitled to dividends at the same rate per share dividend as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Except as provided by law, the holders of Series A Preferred Stock will not have any right to vote on any matters to be voted on by the stockholders of the Company, and the Series A Preferred Stock will not be included in determining the number of shares voting or entitled to vote on any such matters. Notwithstanding the foregoing, during such period or periods as there are no shares of Voting Common Stock issued and outstanding, and only during such period or periods, each Unit of Series A Preferred Stock shall entitle the holder thereof to one vote (subject to certain adjustments) on all matters submitted to a vote of the holders of the Nonvoting Common Stock. In such an event where there are no shares of Voting Common Stock issued and outstanding, the holders of Units of Series A Preferred Stock and the holders of shares of Nonvoting Common Stock will vote together as one class on all matters submitted to a vote of holders of Nonvoting Common Stock. Except as set forth in the Certificate of Designation, holders of Units of Series A Preferred Stock will have no special voting rights and their consents will not be required (except to the extent they are entitled to vote with holders of shares of Nonvoting Common Stock) for taking any corporate action. Subject to certain adjustments provided for in the Certificate of Designation, each Unit of Series B Preferred Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the holders of Voting Common Stock of the Company. Except as otherwise provided in the Certificate of Designation or by law, the holders of Units of Series B Preferred Stock and the holders of shares of Voting Common Stock will vote together as one class on all matters submitted to a vote of holders of Common Stock of the Company. Further, holders of Units of Series B Preferred Stock will have no special voting rights and their consents will not be required (except to the extent they are entitled to vote with holders of shares of Voting Common Stock) for taking any corporate action. Shares of Series B Preferred Stock and Rights to purchase Series B Preferred Stock may be held only by: (1) an active employee (i) of the Company, (ii) of a corporation in which the Company directly owns 100% of the voting shares, or (iii) of a corporation, in an unbroken chain of corporations, in which the Company indirectly (through the Company's ownership of 100% of the voting shares of all intermediate corporations in that chain) owns 100% of the voting shares, each such employee being hereinafter referred to as an "Active Employee"; (2) directors of the Company; or (3) trusts for the exclusive benefit of an Active Employee or Active Employees if the terms of the trust provide that the Trustee shall vote all full shares of Series B Preferred Stock of the Company credited to the account of said Active Employee or Active Employees only in accordance with the written direction of said Active Employee or Active Employees. Because of the nature of the Series A Preferred Stock's and the Series B Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company the Nonvoting Common Stock and the Voting Common Stock, respectively. CERTIFICATE OF EXHIBIT D DESIGNATION OF THE VOTING POWERS, DESIGNATION, DESIGNATIONS PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- -------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware -------------------------------------------------------------------- I, _________________________, [Chief Executive Officer and President] of Xxxxxxx Associates, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, such Board of Directors, at a duly called meeting held on October 30, 1996, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 10,000 shares of Preferred Stock having a par value of $1.00 per share, designated as Series A Junior Participating Preferred Stock (the "Series A Preferred Stock") out of the class of 1,000,000 shares of preferred stock of the par value of $1.00 per share (the "Preferred Stock"): RESOLVED, that in order to effect the Rights Plan and pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.12 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $0.01 per Unit or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of the Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of the Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------.

Description of Preferred Stock. Each Unit of Preferred Stock will have one vote, voting together with the Voting Common Stock. Rights held by holders of Nonvoting Common Stock will be exercisable for Units of Preferred Stock, but such Preferred Stock will be nonvoting so long as it is held by The Equitable Life Assurance Society of the United States or its affiliates, the current holders of the Nonvoting Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six consecutive fiscal quarters. Otherwise, all holders of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable entitled to the same rights and privileges. The Units of Preferred Stock will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- -------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware --------------------------------------------------------

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION DETERMINATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE of SERIES A PREFERRED STOCK ---------------------------------- of DSP GROUP, INC. --------------------------------------- (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) --------------------------------------- The undersigned officers of DSP Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware ------------------------------------(the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on January 29, 1997, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of 200,000 shares of Preferred Stock having a par value of $.001 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 5,000,000 shares of preferred stock of the par value of $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will not be non redeemable and subordinate will rank junior to any other shares of preferred stock that may be issued by the CompanyCompany with respect to the payment of dividends and as to distribution of assets in liquidation. Each Unit share of Preferred Stock will have a minimum preferential quarterly dividend of the greater of $.01 per Unit or any higher 1.00 per share or 1,000 times the aggregate per share amount of any cash dividend declared on the Company Common StockStock since the immediately preceding quarterly dividend, subject to certain adjustments. In the event of liquidation, the holder of a Unit of Preferred Stock will be entitled to receive a preferred liquidation payment per share equal to the greater of $.01 per Unit 1.00 (plus accrued and unpaid dividends thereon) or 1,000 times the per share amount paid in respect of a share of Company Common Stock, subject to certain adjustments. Each Unit Generally, each share of Preferred Stock will have one vote, voting vote together with the Company Common StockStock and any other class or series of capital stock entitled to vote in such a manner, and will be entitled to 1,000 votes per share, subject to certain adjustments. The holders of Units of the Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for in an amount equal to six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisionsquarterly dividends thereon. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit one-thousandth of a share of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION * * * * * Exhibit C [Form of Rights Certificate] Certificate No. R- Rights NOT EXERCISABLE AFTER SEPTEMBER 7, 2021 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE VOTING POWERSCOMPANY, DESIGNATIONAT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, PREFERENCES RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND RELATIVEANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, PARTICIPATINGAND SHALL BE VOID, OPTIONAL SO LONG AS HELD BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR OTHER SPECIAL RIGHTS AND QUALIFICATIONSTHE EXERCISE BY SUCH HOLDER, LIMITATIONS AND RESTRICTIONS OF THE SERIES RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.] */ */ The portion of the General Corporation Law legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. Rights Certificate This certifies that , or its registered assigns, is the registered holder of the State number of Rights set forth above, each of which entitles the holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 11, 2011, as the same may be amended from time to time (the “Rights Agreement”), between GenVec, Inc., a Delaware ------------------------------------corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 p.m., New York City time, on September 7, 2021 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series B Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company, at a purchase price of $32.00 per one one-thousandth share of Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share as set forth above, are the number and Purchase Price as of September 7, 2011, based on the Preferred Stock as constituted at such date, and are subject to adjustment upon the happening of certain events as provided in the Rights Agreement. Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement.

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C --------- CERTIFICATE OF DESIGNATION OPTIKA INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B PREFERRED STOCK ---------------------------------- _____________________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------_____________________________________ The undersigned officers of Optika Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Second Amended and Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on July 12, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of Series B shares of preferred stock having a par value of $.001 per share, designated as Series B Preferred Stock (the "Series B Preferred Stock") out of the class of 2,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series B Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non non-redeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 1.00 per Unit or but will, in any higher event, be entitled to a dividend equal to 100 times the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1,000 per Unit and or 100 times the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote100 votes, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two one-third of the board of directors of the Company if dividends on the Preferred Stock are in arrears for six four fiscal quarters and a majority of the board of directors if dividends and Preferred Stock are in arrears for eight fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive 100 times the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one one hundredth of a Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------.

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. B–4 EXHIBIT C TO RIGHTS AGREEMENT SAGE, INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------The undersigned officers of Sage, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on May 21, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of [______________] shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of [______________] shares of preferred stock of the par value of $0.01 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for [_____ _________] shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each If, as and when declared by the Board of Directors, each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit Units of Preferred Stock will have one voteno voting rights, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting except as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quartersrequired by law. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant OF MARKETWATCH, INC. The undersigned officer of MarketWatch, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its First Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on November 14, 2004, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $.01 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”), out of the State Corporation’s shares of Delaware ------------------------------------preferred stock of the par value of $.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 400,000 shares of its authorized Preferred Stock to be designated and issued as the “Series A Preferred Stock”, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. 55 EXHIBIT C TO RIGHTS AGREEMENT SAGE, INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------- The undersigned officers of Sage, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on May 21, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of [_________________] shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of [____________] shares of preferred stock of the par value of $0.01 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for [_________________] shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other preferred shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 US$0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 US$0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, amalgamation or consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers mergers, amalgamations and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 PREFERENCE SHARES Set out below are the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions of the General Corporation Law series of preference shares of Xxxxx Limited (the "COMPANY"), par value US $0.01 per share, designated as Series A Preference Shares (the "SERIES A PREFERENCE SHARES") approved by a resolution of the State board of Delaware ------------------------------------directors of the Company (the "BOARD OF DIRECTORS") on July 12, 2001:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. CERTIFICATE 57 EXHIBIT C TO RIGHTS AGREEMENT GLENBOROUGH REALTY TRUST INCORPORATED FORM OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE ARTICLES SUPPLEMENTARY SERIES A B PREFERRED STOCK ---------------------------------- Pursuant Glenborough Realty Trust Incorporated, a Maryland corporation, having its principal office in the City of Baltimore, Maryland (the "Corporation"), hereby certifies to Section 151 of the General Corporation Law of the State Department of Delaware ------------------------------------Assessments and Taxation of Maryland that:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C EXHIBIT C --------- CERTIFICATE OF DESIGNATION DETERMINATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 401 of the California General Corporation Law of the State of Delaware ---------------------------------------------------------------------- XXXXXX X. XXXXX, XX. and XXXXXX X. XXXXXXX certify that:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.01 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PREFERRED STOCK ---------------------------------- __________________________________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------__________________________________________________ We, the undersigned officers of BE Aerospace, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on November 12, 1998, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 100,000 shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Junior Preferred Stock (the "Series A Preferred Stock") out of the class of 1,000,000 shares of preferred stock of the par value of $0.01 per share (the "Preferred Stock"): RESOLVED that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit when, as and if declared by the Board of Directors or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C [FORM OF CERTIFICATE OF DESIGNATION FOR PREFERRED STOCK] CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 78.390 of the General Corporation Law of the State of Delaware ------------------------------------Nevada I, Xxxxxxx X. Xxxxx, President and Chief Executive Officer of VITA FOOD PRODUCTS, INC., a corporation organized and existing under the General Corporation Law of the State of Nevada (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors of the Corporation by its Articles of Incorporation (the “Articles”), and, pursuant to the provisions of Section 78.390 of the General Corporation Law of the State of Nevada, said Board of Directors, at a duly called meeting, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof, creating a series of shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”), out of the class of 1,000,000 shares of preferred stock, par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Articles, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B PREFERRED STOCK ---------------------------------- Pursuant OF ALJ Regional Holdings, Inc. The undersigned officers of ALJ Regional Holdings, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11, 2009, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 per share, designated as Series B Preferred Stock (the “Series B Preferred Stock”), out of the State Corporation’s authorized shares of Delaware ------------------------------------preferred stock of the par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution anti-dilution adjustment provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- OF NETLIST, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------The undersigned officers of Netlist, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation as currently in effect (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on April 10, 2017, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.001 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.001 per share (the “Preferred Stock”): RESOLVED, that, pursuant to the authority granted to and vested in the Board of Directors in accordance with applicable law and the provisions of the Certificate of Incorporation, the Board of Directors hereby creates, authorizes and provides for 1,000,000 shares of the Corporation’s authorized Preferred Stock to be designated and issued as the “Series A Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will not be non redeemable and subordinate will rank junior to any other shares of preferred stock that may be issued by the CompanyCompany with respect to the payment of dividends and as to distribution of assets in liquidation. Each Unit share of Preferred Stock will have a minimum preferential quarterly dividend of the greater of $.01 per Unit or any higher 1.00 per share or 5,000 times the aggregate per share amount of any cash dividend declared on the Company Common StockStock since the immediately preceding quarterly dividend, subject to certain adjustments. In the event of liquidation, the holder of a Unit of Preferred Stock will be entitled to receive a preferred liquidation payment per share equal to the greater of $.01 per Unit 1.00 (plus accrued and unpaid dividends thereon) or 5,000 times the per share amount paid in respect of a share of Company Common Stock, subject to certain adjustments. Each Unit Generally, each share of Preferred Stock will have one vote, voting vote together with the Company Common StockStock and any other class or series of capital stock entitled to vote in such a manner, and will be entitled to 5,000 votes per share, subject to certain adjustments. The holders of Units of the Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for in an amount equal to six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisionsquarterly dividends thereon. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit five-thousandth of a share of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION * * * * * Exhibit C [Form of Rights Certificate] Certificate No. R- Rights NOT EXERCISABLE AFTER OCTOBER 23, 2013 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE VOTING POWERSCOMPANY, DESIGNATIONAT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, PREFERENCES RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND RELATIVEANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, PARTICIPATINGAND SHALL BE VOID, OPTIONAL SO LONG AS HELD BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR OTHER SPECIAL RIGHTS AND QUALIFICATIONSTHE EXERCISE BY SUCH HOLDER, LIMITATIONS AND RESTRICTIONS OF THE SERIES RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.] */ */ The portion of the General Corporation Law legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. Rights Certificate This certifies that , or its registered assigns, is the registered holder of the State number of Rights set forth above, each of which entitles the holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 24, 2012, as the same may be amended from time to time (the “Rights Agreement”), between Office Depot, Inc., a Delaware ------------------------------------corporation (the “Company”), and Computershare Shareowner Services LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 p.m., New York City time, on October 23, 2013 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one five-thousandth of a fully paid, non-assessable share of Series C Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company, at a purchase price of $11.50 per one five-thousandth share of Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share as set forth above, are the number and Purchase Price as of October 24, 2012, based on the Preferred Stock as constituted at such date, and are subject to adjustment upon the happening of certain events as provided in the Rights Agreement. Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement.

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT ORGANIC, INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A C PREFERRED STOCK ---------------------------------- ------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------- The undersigned officers of Organic, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on January 7, 2000, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of 3,000,000 shares of Preferred Stock having a par value of $.0001 per share, designated as Series C Preferred Stock (the "Series C Preferred Stock") out of the class of 25,000,000 shares of preferred stock of the par value of $.0001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 3,000,000 shares of its authorized Preferred Stock to be designated and issued as the Series C Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------EXHIBIT C

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. 60 EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ----------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ----------------------------------------------------------------------- I, ______________________________________________________ of Global TeleSystems Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate") and delegated to a committee of the Board of Directors of the Corporation at a duly called meeting held on December 5, 1997, at which a quorum was present and acted throughout, and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said committee, at a duly called meeting held on January 30, 1998, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 200,000 shares of Preferred Stock having a par value of $1.00 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the authorized preferred stock, par value of $1.00 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in this committee of the Board of Directors in accordance with the provisions of the Certificate, and resolutions of the Board of Directors duly adopted on December 5, 1997, this committee of the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each If, as and when declared by the Board of Directors, each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant OF DIGIMARC CORPORATION The undersigned officers of Digimarc Corporation, a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on November 16, 2004, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $.001 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”), out of the State Corporation’s shares of Delaware ------------------------------------preferred stock of the par value of $.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 300,000 shares of its authorized Preferred Stock to be designated and issued as the “Series A Preferred Stock”, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. CERTIFICATE EXHIBIT C [Form of Articles of Amendment to the Articles of Incorporation of Dycom Industries, Inc.] EXHIBIT C --------- FORM OF DESIGNATION ARTICLES OF THE VOTING POWERSAMENDMENT TO ARTICLES OF INCORPORATION OF DYCOM INDUSTRIES, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- INC. Pursuant to Section 151 the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the General Corporation Law following articles of amendment to its articles of incorporation: I, Xxxxxx X. Xxxxxxx, President and Chief Executive Officer of Dycom Industries, Inc., a corporation organized and existing under the laws of the State of Delaware ------------------------------------Florida (the "Corporation"), DO HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors of the Corporation by its Articles of Incorporation (the "Articles"), and, pursuant to the provisions of Section 607.0601 of the Florida Business Corporation Act, said Board of Directors, at a duly called meeting held on April 4, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, authorizing the amendment of Article III of the Articles by creating a series of 100,000 shares of Preferred Stock having a par value of $1.00 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock"), out of the class of 1,000,000 shares of preferred stock of the par value of $1.00 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Articles, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, qualifications, limitations and restrictions thereof that are set forth as follows: Designation and Amount. The shares of such series shall be designated as "Series A Preferred Stock" and the number of shares constituting such series shall be 100,000.

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C ATRIX LABORATORIES, INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------- The undersigned officers of Atrix Laboratories, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Amended and Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on August 2, 1998, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of Series A shares of preferred stock having a par value of $.001 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 5,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non non-redeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 .34 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------________________________ We, Xxxxxx X. Xxxxxx, Chairman of the Board and Xxxx X. Xxxx, President of Xxxxxx Tire & Rubber Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on May 27, 1988, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 300,000 shares of Preferred Stock having a par value of $1.00 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 5,000,000 shares of preferred stock of the par value of $1.00 per share (the "Preferred Stock"): RESOLVED that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.25 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.25 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- OF SABA SOFTWARE, INC. (Pursuant to Section 151 of the Delaware General Corporation Law Law) The undersigned officers of Saba Software, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the State Corporation by its Certificate of Delaware ------------------------------------Incorporation (the “Certificate of Incorporation”), the said Board of Directors, on June 2, 2009, unanimously adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.001 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 500,000 shares of its authorized Preferred Stock to be designated and issued as the “Series A Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- Pursuant OF SOURCEFIRE, INC. The undersigned officer of Sourcefire, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on October 29, 2008, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $.001 per share, designated as Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), out of the State Corporation’s authorized shares of Delaware ------------------------------------preferred stock of the par value of $.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 300,000 shares of its authorized Preferred Stock to be designated and issued as the “Series A Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, ’s liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A C PREFERRED STOCK ---------------------------------- OF WIRELESS FACILITIES, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------The undersigned officers of Wireless Facilities, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Amended and Restated Certificate of Incorporation (the “Certificate”), the said Board of Directors unanimously adopted the following resolution by written consent on December 16, 2004, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.001 per share, designated as Series C Preferred Stock (the “Series C Preferred Stock”) out of the Corporation’s shares of preferred stock of the par value of $0.001 per share (the ”Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 1,200,000 shares of its authorized Preferred Stock to be designated and issued as the Series C Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each If, as and when declared by the Board of Directors, each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- Pursuant OF EYETECH PHARMACEUTICALS, INC. The undersigned officers of Eyetech Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), the said Board of Directors, at a duly called meeting held on June 8, 2005, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $.01 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock"), out of the State Corporation's shares of Delaware ------------------------------------preferred stock, par value of $.01 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors hereby creates, authorizes and provides for 600,000 shares of its authorized Preferred Stock to be designated and issued as the "Series A Preferred Stock", having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.01 per Unit or Unit, but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred StockUnits, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C Certificate of Designation for Preferred Stock ANNEX A CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ------------------------------ Pursuant to Section 151 303 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------ I, Xxxxxxx X. Xxxxxxxxxxx, Vice President - Administration, Chief Administrative Officer and Secretary of The Warnaco Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Amended and Restated Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 303 of the General Corporation Law of the State of Delaware and Section 5.5 of the First Amended Joint Plan of Reorganization of the Warnaco Group, Inc. and its Affiliated Debtors and Debtors in Possession under Chapter 11 of the Bankruptcy Code, dated November 8, 2002 (the "Plan"), effective as of the "Effective Date" as defined in the Plan, the following Series A Preferred Stock, par value $0.01 per share, is hereby created and authorized, having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions as set forth below:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, ’s liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- OF KINTERA, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------The undersigned officers of Kintera, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Amended and Restated Certificate of Incorporation (the “Certificate”), the said Board of Directors unanimously adopted the following resolution, effective January 25, 2006, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.001 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”) out of the Corporation’s shares of preferred stock of the par value of $0.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 1,000,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C FORM OF CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------________________________ I, [__________________, ________________] of The Chefs’ Warehouse, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the “Certificate”), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on March 22, 2020, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof, creating a series of shares of preferred stock having a par value of $0.01 per share, designated as Series A Preferred Stock (the “Series A Preferred Stock”) out of the class of 5,000,000 shares of preferred stock, par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 .30 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 .05 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one one-hundredth of a vote, voting together with the Company Common Stock. The approval of holders a majority of the Units of Preferred Stock, voting as a separate class, shall be entitled is necessary in order for the Company to elect two directors if (i) create a class of stock with a superior rank as to dividends on or assets or (ii) sell, lease, exchange, assign, transfer or convey all or substantially all the property and assets of the Company. The approval of holders of two-thirds of such Units, voting as a separate class, is necessary in order for the Company to merge or consolidate into or with any other corporation unless such approval is not required by law, the rights of such holders are not adversely affected thereby and the corporation resulting from such merger or consolidation will not have, after such merger or consolidation, any securities ranking prior to the Units of Preferred Stock are in arrears for six fiscal quartersas to dividends or assets of the merged or consolidated corporation. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividendsdividends and, liquidation and votingliquidation, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividenddividend and liquidation rights, liquidation and except for its diminished voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE DESIGNATIONS of SERIES A PREFERRED STOCK ---------------------------------- of DETREX CORPORATION (Pursuant to Section 151 302 of the General Michigan Business Corporation Law Act) ---------------------------------------------- Detrex Corporation, a Michigan corporation (the "Corporation") hereby certifies that the following resolution was adopted by the Board of Directors of the State Corporation as required by Section 302 of Delaware ------------------------------------the Michigan Business Corporation Act, Mich. Comp. Laws Xxx. xx. 450.1302 at a meeting duly called and held on May 1, 1990: RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by Article IV of its Restated Articles of Incorporation and in accordance with the provisions of Section 302 of the Michigan Business Corporation Act, said Board of Directors does hereby create, authorize and provide for the issuance of a series of Preferred Stock, par value $2.00 per share, of the Corporation having the following voting powers, designation, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions in addition to those set forth in said Article IV:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C UNIPHASE CORPORATION CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B PREFERRED STOCK ---------------------------------- ------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------- The undersigned officers of Uniphase Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on June 11, 1998, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a Series of 100,000 shares of Preferred Stock having a par value of $.001 per share, designated as Series B Preferred Stock (the "Series B Preferred Stock") out of the class of 1,000,000 shares of preferred stock of the par value of $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 100,000 shares of its authorized Preferred Stock to be designated and issued as the Series B Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable and subordinate to any other shares of preferred stock that may be issued by the Companynonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B JUNIOR PARTICIPATING PREFERRED STOCK ---------------------------------- Pursuant OF MINDSPEED TECHNOLOGIES, INC. The undersigned officers of Mindspeed Technologies, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to Section 151 the authority conferred upon the Board of Directors of the General Corporation Law by its Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on August 9, 2009, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of preferred stock having a par value of $0.01 per share, designated as Series B Junior Participating Preferred Stock (the “Series B Junior Participating Preferred Stock”), out of the State Corporation’s authorized shares of Delaware ------------------------------------preferred stock of the par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 3,500,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT SAGE, INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- ------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------- The undersigned officers of Sage, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on May 21, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of 250,000 shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 10,000,000 shares of preferred stock of the par value of $0.01 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 250,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Table of Contents Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. Table of Contents EXHIBIT C CERTIFICATE OF DESIGNATION OPTIKA INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------The undersigned officers of Optika Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Second Amended and Restated Certificate of Incorporation (the “Certificate”), the said Board of Directors, at a duly called meeting held on July 12, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of Series B shares of preferred stock having a par value of $.001 per share, designated as Series B Preferred Stock (the “Series B Preferred Stock”) out of the class of 2,000,000 shares of preferred stock, par value $.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series B Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PREFERRED STOCK ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------I, ___________, ____________ of WebMD Health Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by its Restated Certificate of Incorporation (the “Certificate”), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors, at a duly called meeting held on November 2, 2011, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof, creating a series of shares of preferred stock having a par value of $0.01 per share, designated as Series A Junior Preferred Stock (the “Series A Junior Preferred Stock”) out of the class of 50,000,000 shares of preferred stock, par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Junior Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend rate of $.01 0.01 per Unit or but will, in any higher event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 0.01 per Unit and or the per share amount paid in respect of a share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR PREFERRED STOCK ---------------------------------- ------------------------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------------------------------------------------------------- We, the undersigned officers of BE Aerospace, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on November 12, 1998, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 100,000 shares of Preferred Stock having a par value of $0.01 per share, designated as Series A Junior Preferred Stock (the "Series A Preferred Stock") out of the class of 1,000,000 shares of preferred stock of the par value of $0.01 per share (the "Preferred Stock"): RESOLVED that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C TO RIGHTS AGREEMENT ACUSON CORPORATION CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK ---------------------------------- _____________________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------_____________________________________ The undersigned officers of Acuson Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on May 27, 1998, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of 1,500,000 shares of Preferred Stock having a par value of $.0001 per share, designated as Series A Preferred Stock (the "Series A Preferred Stock") out of the class of 10,000,000 shares of preferred stock of the par value of $.0001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for 1,500,000 shares of its authorized Preferred Stock to be designated and issued as the Series A Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be non redeemable nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The holders of Units of Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right is expected to should approximate the economic value of one share of Company Common Stock. EXHIBIT C --------- CERTIFICATE OF DESIGNATION OPTIKA INC. CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A B PREFERRED STOCK ---------------------------------- ______________________________________ Pursuant to Section 151 of the General Corporation Law of the State of Delaware ------------------------------------_____________________________________ The undersigned officers of Optika Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Second Amended and Restated Certificate of Incorporation (the "Certificate"), the said Board of Directors, at a duly called meeting held on July 12, 2001, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof creating a series of Series B shares of preferred stock having a par value of $.001 per share, designated as Series B Preferred Stock (the "Series B Preferred Stock") out of the class of 2,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of 200,000 shares of its authorized Preferred Stock to be designated and issued as the Series B Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences and qualifications, limitations and restrictions that are set forth as follows: