Common use of Dividend Rights Clause in Contracts

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares Stock with respect to dividends, the holders of shares of Series A Preferred Shares Stock, in preference to the holders of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company and of any other junior stock, shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared authorized by the Board of Directors out of funds assets legally available for the purpose, quarterly dividends payable in cash on the first business day of FebruaryApril, MayJuly, August October and November January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred SharesStock, in an amount per share (rounded to the nearest cent) equal to the greater of (ai) $1.00 or (bii) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared authorized on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred SharesStock. In the event the Board of Directors of the Company shall at any time (iA) authorize, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of Series A Preferred Shares Stock were entitled immediately prior to such event under clause (bii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2b) The Company shall declare a dividend or distribution on the Series A Preferred Shares Stock as provided in subparagraph paragraph (1a) above of this Section 1 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3c) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Sharesshares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Shares Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Shares Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Shares Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 60 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the prior preferences and other rights of holders any Senior Stock and the provisions of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividendsSection 4 hereof, the holders of shares of Series A A-1 Preferred Shares Stock shall be entitled prior to the payment of any receive (i) cash dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a per share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater product of (ax) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all the cash dividends, dividend declared and 100 times the aggregate per to be paid on a single share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock and (by reclassification or otherwise)y) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator into which a share of which is the number Series A-1 Preferred Stock may be converted as of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares Common Stock entitled to receive a quarterly dividend such dividend; and before such Quarterly Dividend Payment Date, in either of which events such (ii) dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A A-1 Preferred Shares in an amount less than Stock may be converted as of the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares Common Stock entitled to receive payment of a such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared thereonand paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be no more than 30 days prior to payable on the payment date fixed established by the Corporation for the payment thereofof such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stock.

Dividend Rights. The holders of Class A Stock, Class B Stock, Class C Stock and Common Stock shall be entitled to receive dividends from the Corporation as follows: (1a) Subject Each Class A Shareholder, with respect to a Class A Share, subject to the prior rights of holders of any shares of any all classes and series of Preferred Stock (or any similar stock) ranking at the time outstanding having prior and superior to the Series A Preferred Shares with respect rights as to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, out of any assets of the Corporation legally available therefor, the Class A Dividend. The “Class A Dividend” shall mean cumulative dividends per share in a cash amount equal in value to (i) the amount of any dividend or other distribution made on a BPY Unit multiplied by (ii) the Conversion Factor in effect on the date of declaration of such dividend. The dividends upon the Class A Shares shall, if and to the extent declared by the Board of Directors, be paid in arrears (without interest) on the dividend payment date with respect thereto. If the full amount of the Class A Dividend is not declared and paid on such dividend payment date, then the Class A Dividend shall accrue and accumulate, whether or not the Corporation has earnings, whether or not there are funds legally available for the purposepayment thereof and whether or not such distributions are earned, quarterly dividends payable in cash on declared or authorized. The record and payment dates for the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in upon the shares of common stockClass A Stock, par value $0.01 per shareto the extent not prohibited by applicable law, shall be the same as the record and payment dates for the dividends or other distributions upon the BPY Units. Any dividend payment made on shares of the Company Class A Stock shall first be credited against the earliest accumulated but unpaid dividends due with respect to such shares of Class A Stock which remains payable. If, in connection with the exercise of any Class A Shareholder’s Exchange Right, such Tendering Class A Shareholder has not received with respect to its Tendered Class A Shares an amount equal to the Cash Amount to which such Tendering Class A Shareholder is entitled pursuant to subsection C(3) (or, pursuant to subsection C(3)(b), the "BPY Units Amount or the Secondary Exchange Amount), then payment in full of such amount shall be prior and in preference to any dividend or distributions on the Class A Stock, Class B Stock, Class C Stock and Common Stock". In addition, if applicable in connection with an adjustment to the Conversion Factor pursuant to clauses (3)(A), (3)(B) or a subdivision (4) of the outstanding shares definition thereof, the Class A Shareholders do not receive, in respect of each share of Class A Stock, the cash amount pursuant to the last paragraph of such clause (3)(A) or such clause (4) or the proviso in the first paragraph of such clause (3)(B), as the case may be, then payment in full of such cash amount shall be prior and in preference to any dividend or distributions on the Class A Stock, Class B Stock, Class C Stock and Common Stock. All Class A Dividends shall be paid prior and in preference to any dividends or distributions on the Class B Stock, Class C Stock (by reclassification or otherwise)) declared on the Common Stock since and shall be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Class C Stock or the immediately preceding Quarterly Dividend Payment Date, or, with respect Common Stock. The holders of Class A Stock shall not be entitled to any dividends from the Corporation other than the Class A Dividend. Any dividends paid to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series Class A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fractionpaid pro rata, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventon an equal priority, pari passu basis. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject From and after the Closing Date to (but excluding) the rights of holders of any shares of any series of Preferred Stock applicable Conversion Date, (or any similar stocki) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares Holders shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board or any duly authorized committee of Directors the Board (but only out of funds assets legally available for therefor under the purpose, DGCL) all cash dividends or distributions (including regular quarterly dividends payable or distributions) declared and paid or made in cash respect of the shares of Common Stock, at the same time and on the first day same terms as holders of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred SharesCommon Stock, in an amount per share (rounded to the nearest cent) of Series C NVCE Stock equal to the greater product of (ax) $1.00 or the Applicable Conversion Rate then in effect and (by) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate any per share amount dividend or distribution, as applicable, declared and paid or made in respect of all cash dividends, and 100 times the aggregate per each share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification the “NVCE Dividend Amount”), and (ii) the Board or otherwise)) declared any duly authorized committee thereof may not declare and pay any cash dividend or make any cash distribution in respect of Common Stock unless the Board or any duly authorized committee of the Board declares and pays to the Holders, at the same time and on the same terms as holders of Common Stock since Stock, the immediately preceding Quarterly NVCE Dividend Payment Date, or, with respect Amount per share of Series C NVCE Stock. Notwithstanding any provision in this Section IV(a) to the first Quarterly Dividend Payment Datecontrary, since the first issuance of any share or fraction no Holder of a share of Series A Preferred Shares. In the event the Company C NVCE Stock shall at any time (i) declare or pay be entitled to receive any dividend on or distribution made with respect to the Common Stock where the Record Date for determination of holders of Common Stock entitled to receive such dividend or distribution occurs prior to the date of issuance of such share of Series C NVCE Stock. The foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VII. (b) Each dividend or distribution declared and paid pursuant to Section IV(a) will be payable to Holders of record of shares of Series C NVCE Stock as they appear in the records of the Corporation at the close of business on the same day as the Record Date for the corresponding dividend or distribution to the holders of shares of Common Stock, . (iic) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number Except as set forth in this Certificate of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fractionDesignations, the numerator of which is Corporation shall have no obligation to pay, and the number holders of shares of Series C NVCE Stock shall have no right to receive, dividends or distributions at any time, including with respect to dividends or distributions with respect to Common Stock outstanding immediately after such event and or any other class or series of authorized Preferred Stock. To the denominator of which is extent the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend Corporation declares dividends or distribution distributions on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution C NVCE Stock and on the any Common Stock (other than but does not make full payment of such declared dividends or distributions, the Corporation will allocate the dividend payments on a dividend payable in pro rata basis among the holders of the shares of Common Stock); provided that, in Series C NVCE Stock and the event no dividend or distribution shall have been declared on the holders of any Common Stock during then outstanding. For purposes of calculating the period between any Quarterly Dividend Payment Date allocation of partial dividend payments, the Corporation will allocate dividend payments on a pro rata basis among the Holders and the next subsequent Quarterly Dividend Payment Date, a dividend holders of $1.00 any Common Stock so that the amount of dividends or distributions paid per share on the shares of Series A C NVCE Stock and such Common Stock shall in all cases bear to each other the same ratio that payable dividends or distributions per share on the shares of the Series C NVCE Stock and such Common Stock (but without, in the case of any noncumulative Preferred Shares Stock, accumulation of dividends or distributions for prior dividend periods) bear to each other. The foregoing right shall nevertheless not be payable on such subsequent Quarterly Dividend Payment Datecumulative and shall not in any way create any claim or right in favor of Holders in the event that dividends or distributions have not been declared or paid in respect of any prior calendar quarter. (3d) Dividends No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares of Series C NVCE Stock that may be in arrears. (e) Holders shall begin not be entitled to accrue any dividends or distributions, whether payable in cash, securities or other property, other than dividends or distributions (if any) declared and payable on shares of Series C NVCE Stock as specified in this Certificate of Designations. (f) Notwithstanding any provision in this Certificate of Designations to the contrary, Holders shall not be cumulative entitled to receive any dividends or distributions on outstanding any shares of Series A Preferred Shares from C NVCE Stock on or after the Quarterly Dividend Payment applicable Conversion Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue in respect of such shares is of Series C NVCE Stock that have been converted as provided herein, except to the extent that any such dividends or distributions have been declared by the Board or any duly authorized committee of the Board and the Record Date for such dividend occurs prior to the record date for the first Quarterly Dividend Payment such applicable Conversion Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of The holders of the Preferred Stock shall be entitled to receive, out of any funds legally available therefor, dividends on each outstanding share of Preferred Stock payable in preference and priority to any payment of any dividend on any shares of any series Common Stock of Preferred Stock (or any similar stock) ranking prior and superior to the corporation at an annual rate of $.0312 per share of Series A Preferred Shares with respect Stock, $.0624 per share of Series B Preferred Stock, $.08 per share of Series C Preferred Stock, $.14 per share of Series D Preferred Stock, and $.208 per share of Series E Preferred Stock, when and as declared by the Board of Directors. Dividends on the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall be paid ratably to dividends[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. holders of Series A Preferred Shares Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, based on the number of shares held. The right to such dividends on the Preferred Stock shall be entitled prior noncumulative. No right shall accrue to holders of shares of Preferred Stock by reason of the payment of any fact that dividends on said shares ranking junior to the Series A Preferred Shares to receiveare not declared in any prior year, whennor shall any undeclared or unpaid dividend bear or accrue any interest. Dividends, as and if paid, or if declared by the Board of Directors out of funds legally available and set apart for the purposepayment, quarterly dividends payable must be paid or declared and set apart for payment on all outstanding Preferred Stock contemporaneously. Dividends shall be paid in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding cash. No shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay receive any dividend on Common Stock payable at a rate which is greater than the rate at which dividends are simultaneously paid in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) respect of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is Preferred Stock (based on the number of shares of Common Stock outstanding immediately after such event and into which the denominator of which Preferred Stock is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution convertible on the Series A Preferred Shares as provided in subparagraph date of dividend). Dividends shall be paid by forwarding a check, postage prepaid, to the address of each holder (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided thator, in the event no dividend or distribution shall have been declared case of joint holders, to the address of any such holder) of Preferred Stock as shown on the Common Stock during books of the period between any Quarterly Dividend Payment Date and corporation, or to such other address as such holder specifies for such purpose by written notice to the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue corporation. The forwarding of such Series A Preferred Sharescheck shall satisfy all obligations of the corporation with respect to such dividends, unless the date of issue of such shares check is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofupon timely presentation.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 0.10 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights provisions of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividendsthis Section 2, the holders of shares of this Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, receive when, as and if declared by the Board of Directors Board, out of funds assets legally available therefor, cumulative dividends ("Dividends") at the applicable rate per annum specified in Section 2(b) hereof from the date of issuance and payable in accordance with Section 2(c) hereof. Dividends shall be cumulative from the date of initial issuance of the shares of this Series (the "Initial Issuance Date"), whether or not earned or declared and whether or not in any fiscal year there shall be assets, net profits or surplus legally available for the purposepayment of such Dividends. In the event that the Board shall declare a Dividend prior to December 24, quarterly dividends 2002, subject to applicable regulatory approvals, such Dividend may, at the discretion of the Board, be payable in cash Common Shares. The number of Common Shares to be issued to the holders of shares of this Series upon the payment of a Dividend in Common Shares shall be the amount of the Dividends payable to such holder pursuant to this Section 2 divided by either (i) (if the Common Shares are not traded on the first New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) U.S. $6.75 or (ii) (if the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) the average Market Price of the Common Shares as such term is defined below for the ten (10) trading days immediately preceding the Record Date as such term is defined in Section 2(c) hereof. Notwithstanding the foregoing, after December 24, 2002, any and all Dividends declared must be paid in cash. For all purposes hereof, the term "Market Price of the Common Shares" as of any specified date shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day of February, May, August and November in each year (each preceding such date being referred in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the holder of a majority of the shares of this Series then outstanding; provided, however, that if such parties are unable to herein reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the holder of a majority of the shares of this Series then outstanding or, if that selection cannot be made within an additional 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. (b) The Dividend per share of this Series shall be computed based upon a rate per annum of 5% on a base amount of U.S. $6.75 per share of this Series (the "Base Amount"). The Dividend rate per annum shall be subject to increase in the event that all of the following conditions (the "Triggering Conditions") have not been satisfied by the dates specified below: (i) the Common Shares are listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market; (ii) the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market at a Market Price greater than U.S. $8.00 per Common Share on each of the 10 consecutive trading days preceding such date; and (iii) the Corporation's net income (excluding profit or loss on disposal of a significant part of the Company's assets or separate segment thereof, gains on restructuring payables, gains or losses on the extinguishment of debt, expropriations of property, gains or losses that are the direct result of a major casualty, or one-time losses resulting from prohibition under a newly-enacted law or regulation) before income taxes, Dividends on the shares of this Series and on the Series B Convertible Shares and amortization of goodwill and covenants not to compete for the three consecutive fiscal quarters preceding such date, as a reported in or derived from the Corporation's quarterly or annual reports filed with the Securities and Exchange Commission, shall have averaged at least U.S. $0.22 per fully diluted Common Share per fiscal quarter, provided, however, in making such calculation, the Common Shares issuable upon exercise of the warrants issued to Warburg, Xxxxxx Ventures, L.P. ("Quarterly Dividend Payment DateWarburg"), commencing on pursuant to that certain Amended and Restated Warrant Agreement between the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded Corporation and Warburg relating to the nearest cent) equal warrants to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company purchase 2,000,000 Common Shares (the "Amended and Restated Warrant Agreement"), shall be excluded but Common Stock") or a subdivision Shares issuable upon the conversion of the outstanding shares of Common Stock (by reclassification this Series and the Series B Convertible Shares shall not. All references to per share amounts or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, prices with respect to the first Quarterly Triggering Conditions shall be appropriately adjusted for any subdivision, consolidation, or reclassification of the Common Shares. Until the Triggering Conditions have been satisfied, the Dividend Payment Date, since rate per annum shall be (A) 15% of the first issuance of any share or fraction of a Base Amount per share of this Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock from and after January 1, 2003 and payable in shares of Common Stockaccordance with Section 2(c) hereof commencing January 1, 2004; (iiB) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) 18% of the preceding sentence Base Amount per share of this Series from and after January 1, 2004 and payable in accordance with Section 2(c) hereof commencing January 1, 2005; and (C) thereafter, 21% of the Base Amount per share of this Series from and after January 1, 2005 and payable in accordance with Section 2(c) hereof commencing January 1, 2006. Upon the satisfaction of all the Triggering Conditions, the Dividend per share of this Series shall be adjusted by multiplying such amount by computed based upon a fraction, rate per annum of 5% of the numerator Base Amount. Accruals of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.bear

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 .10 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject Holders of Series A Preferred, in preference to the rights of holders of any shares other stock of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividendsCompany, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors (the “Board”), but only out of funds that are legally available for therefor, non-cumulative cash dividends at the purpose, quarterly dividends payable rate of eight percent of the applicable Original Issue Price (as defined in cash Section 3(a)) per annum on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a outstanding share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or Preferred. (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in So long as any shares of common stockSeries A Preferred are outstanding, par value $0.01 per share, of the Company shall not pay or declare any dividend (whether in cash or property), or make any other distribution on the "Common Stock") Stock or a subdivision of the outstanding Series A-1 Preferred, or purchase, redeem or otherwise acquire for value any shares of Common Stock (by reclassification or otherwise)Series A-1 Preferred, until all dividends as set forth in Section 1(a) declared above on the Series A Preferred shall have been paid or declared and set apart, except for; (i) acquisitions of Common Stock since by the immediately preceding Quarterly Dividend Payment Date, or, with respect Company pursuant to agreements that permit the Company to repurchase such shares at no more than cost upon termination of services to the Company; (ii) acquisitions of Common Stock in exercise of the Company’s right of first Quarterly Dividend Payment Daterefusal to repurchase such shares; (iii) acquisitions of Series A-1 Preferred by the Company pursuant to that certain Series A-1 Preferred Stock Issuance Agreement, since dated the date that the first issuance of any share or fraction of a share of Series A A-1 Preferred Shares. is issued, by and between the Company and Pfizer Inc.; or (iv) distributions to holders of Common Stock in accordance with Section 3. (c) In the event the Company shall at dividends are paid on any time (i) declare or pay any dividend on Common Stock payable in shares share of Common Stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock. (d) The provisions of Sections 1(b) and 1(c) shall not apply to a dividend payable solely in Common Stock to which the provisions of Section 4(f) hereof are applicable, or any repurchase of any outstanding securities of the Company that is approved by the Board and (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which requisite holders of Series A Preferred Shares were entitled immediately prior pursuant to such event under clause (bSection 2(b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventhereof. (2e) The Company shall declare a dividend or A distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and Company’s stockholders may be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior made without regard to the date fixed for the payment thereof.preferential dividends arrears amount or any preferential rights amount (each as determined under applicable law),

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A D Preferred Shares with respect to dividends, the holders of Series A D Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A D Preferred Shares to receive, when, as and if declared authorized by the Board of Directors out of funds assets legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared authorized on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A D Preferred Shares. In the event the Company shall at any time (i) declare authorize or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A D Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare authorize a dividend or distribution on the Series A D Preferred Shares as provided in subparagraph (1) above immediately after it declares authorizes a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared authorized on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A D Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A D Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A D Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A D Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A D Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A D Preferred Shares entitled to receive payment of a dividend or distribution declared authorized thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 1.00 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter hereafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject a. Holders of Series D Preferred, in preference to the rights holders of Series A Preferred, Series B Preferred and Series C Preferred and the holders of any shares other stock of any series the Company (the “Junior Stock”), shall be entitled to receive, when and as declared by the Board of Preferred Stock Directors of the Company (or any similar stock) ranking prior and superior the “Board”), but only out of funds that are legally available therefor, cash dividends in an amount equal to the greater of (i) five percent (5%) of the “Original Issue Price” per annum on each outstanding share of Series A D Preferred Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to dividendssuch shares), or (ii) the amount such holders of Series D Preferred would have received if such holders had converted such Series D Preferred immediately prior to the record date set by the Board for such dividends into the maximum number of shares of Common Stock issuable upon exercise of the Conversion Rights describe in Section 4 hereof. After payment of the dividend to the holders of Series D Preferred described above, holders of Series C Preferred, in preference to the holders of Series A Preferred Shares and Series B Preferred, and the Junior Stock, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends in an amount equal to the greater of (i) five percent (5%) of the “Original Issue Price” per annum on each outstanding share of Series C Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or (ii) the amount such holders of Series C Preferred would have received if such holders had converted such Series C Preferred immediately prior to the record date set by the Board for such dividends into the maximum number of shares of Common Stock issuable upon exercise of the Conversion Rights describe in Section 4 hereof. After payment of the dividend to the holders of the Series D Preferred and Series C Preferred described above, holders of Series A Preferred and Series B Preferred in preference to the holders of Junior Stock, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends in an amount equal to the greater of (i) five percent (5%) of the applicable “Original Issue Price” per annum on each outstanding share of Series A Preferred and Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or (ii) the amount such holders of Series A Preferred and Series B Preferred would have received if such holders had converted such Series A Preferred and Series B Preferred immediately prior to the record date set by the Board for such dividends on into the maximum number of shares ranking junior to of Common Stock issuable upon exercise of the Conversion Rights describe in Section 4 hereof. The Original Issue Price of the Series A Preferred Shares to receiveshall be thirty three cents ($0.33), the Original Issue Price of the Series B Preferred shall be three dollars ($3.00), the Original Issue Price of the Series C Preferred shall be one dollar forty-eight and one-half cents ($1.485) and the Original Issue Price of the Series D Preferred shall be one dollar and sixty-five and one-half cents ($1.655). Such dividends shall be payable only when, as and if declared by the Board and shall be non-cumulative. Any Series Preferred converted into Common Stock shall receive any dividend payable on the Common Stock. b. So long as any (i) shares of Directors out of funds legally available for the purposeSeries D Preferred shall be outstanding, quarterly dividends payable no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Series A Preferred, Series B Preferred, Series C Preferred or Junior Stock, nor shall any shares of any Series A Preferred, Series B Preferred, Series C Preferred or Junior Stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company (except for acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares at or below cost upon termination of services to the Company until all dividends (set forth in Section 1(a) above and Section 1(d) below) on the first day Series D Preferred shall have been paid or declared and set apart, (ii) shares of February, May, August and November in each year Series C Preferred shall be outstanding (each such date being referred subject to herein as a "Quarterly Dividend Payment Date"clause (i) hereof), commencing no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Series A Preferred, Series B Preferred or Junior Stock, nor shall any shares of any Series A Preferred, Series B Preferred or Junior Stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company (except for acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares at or below cost upon termination of services to the Company or in exercise of the Company’s right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above and Section 1(d) below) on the first Quarterly Dividend Payment Date after Series D Preferred and the first issuance of a share Series C Preferred shall have been paid or fraction of a share declared and set apart or (iii) shares of Series A Preferred Sharesor Series B Preferred shall be outstanding (subject to clauses (i) and (ii) hereof), no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Junior Stock, nor shall any shares of Junior Stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company (except for acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares at or below cost upon termination of services to the Company or in exercise of the Company’s right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above and Section 1(d) below) on the Series Preferred shall have been paid or declared and set apart. In the event dividends are paid on any share of Common Stock, an additional dividend shall be paid with respect to all outstanding shares of Series Preferred in an amount equal per share (rounded on an as-if-converted to Common Stock basis) to the nearest centamount paid or set aside for each share of Common Stock. The provisions of this Section 1(b) equal shall not, however, apply to the greater of (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common acquisition of shares of any Junior Stock in exchange for shares of any other Junior Stock, or (iii) combine any repurchase of any outstanding securities of the outstanding Common Stock into Company that is unanimously approved by the Board. The holders of the Series Preferred expressly waive their rights, if any, as described in California Corporations Code Sections 502 and 503 as they relate to repurchase of shares at or below cost upon termination of employment. c. Dividends on the Series Preferred shall be calculated on the basis of a smaller 360-day year, consisting of twelve 30-day months, and the actual number of shares, then days elapsed in such period. d. Any partial payment of any dividend shall first be made ratably among the holders of Series D Preferred in proportion to the payment that each such case holder is otherwise entitled to receive. After payment in full of dividends on the amount Series D Preferred, any remaining partial payment shall be made ratably among the holders of Series C Preferred in proportion to which the payment that each such holder is otherwise entitled to receive. After payment in full of dividends on the Series D Preferred and Series C Preferred, any remaining partial payment shall be made ratably among the holders of Series A Preferred Shares were and Series B Preferred in proportion to the payment that each such holder is otherwise entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventreceive. (2) The Company shall declare a dividend or distribution e. All declared and unpaid dividends, if any, on the Series A Preferred Shares as provided in subparagraph shall, (1i) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record extent funds are legally available therefor, be paid no later than the earlier to occur of (A) the applicable dividend payment date for as designated by the first Quarterly Dividend Payment DateBoard or (B) a liquidation pursuant to Section 3 below (provided that to the extent funds are not legally available therefor at any such time, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid in Common Stock based on the Series A Preferred Shares then fair value of the Common Stock) or (ii) be delivered in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on accordance with Section 4 below upon a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofconversion thereof .

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February[March, MayJune, August September and November December] in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 0.10 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount amount, which initially shall be 1,000, by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventevent (such number, as so adjusted from time to time pursuant to the terms hereof, the "Adjustment Number"). (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1i) Subject to the rights of holders right of any shares of any other series of Preferred Stock (or any similar stock) ranking prior that may from time to time come into existence and superior which is expressly senior to the rights of the Series A Preferred Shares with respect to dividendsStock, the holders of Series A Preferred Shares Stock, in preference to the holders of Common Stock and any other stock of the Company hereafter created which shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares Stock (together, "Series A Junior Stock"), shall be entitled to receivereceive dividends, but only out of funds that are legally available therefor, at the rate of 8% of the Series A Original Issue Price (as defined below) per annum (the "Series A Dividend Rate") on each outstanding share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). Such dividends shall accrue, whether or not declared by the Board of Directors, but shall be payable only when, as and if declared by the Board of Directors out Directors. Such dividends shall be payable, when and if declared, at the option of funds legally available for the purpose, quarterly dividends payable Company either (A) in cash on the first day of February, May, August and November or (B) in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share additional shares of Series A Preferred Stock (valued at the Series A Original Issue Price (as defined below), as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). Such additional shares of Series A Preferred Stock issued in lieu of the cash dividend are sometimes referred to as "PIK Shares." The original issue price of the Series A Preferred Stock (the "Series A Original Issue Price") shall be $70.00. Such dividends shall be cumulative and shall accrue quarterly. Notwithstanding the foregoing, (A) in an amount per share the event of a Qualified Public Offering or a Qualified Sale on or before the third anniversary of the Series A Original Issue Date, all issued and outstanding PIK Shares shall be canceled, and (rounded B) in the event that any shares of Series A Preferred Stock shall be converted pursuant to Section (d) of this Certificate of Designation on or prior to the nearest centexpiration of three years from the Series A Original Issue Date, any accrued and unpaid dividends with respect to such shares shall be cancelled. (ii) equal to So long as any shares of Series A Preferred Stock shall be outstanding, without the greater prior written consent of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forthholders of a majority of the then issued and outstanding shares of Series A Preferred Stock, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions no dividend (other than a stock dividend payable paid pro rata to the Company's stockholders), whether in cash or property, shall be paid or declared, nor shall any other distribution (other than a stock dividend paid pro rata to the Company's stockholders) be made, on any Series A Junior Stock, nor shall any shares of common stock, par value $0.01 per share, any Series A Junior Stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company (the "Common Stock") or a subdivision of the outstanding shares except for acquisitions of Common Stock by the Company pursuant to agreements that permit the Company to repurchase such shares upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer) until all dividends (by reclassification or otherwise)set forth in Section (a)(i) declared above) on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred SharesStock shall have been paid or declared and set apart. In the event that the Company shall at any time (i) declare a dividend or pay any dividend on Common Stock distribution payable in shares securities of other persons, evidences of indebtedness issued by the Company or other persons, or options or rights to purchase any such securities or evidences of indebtedness or other assets (including cash) to the holders of the Common Stock, (ii) subdivide then the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of the Series A Preferred Shares were Stock shall be entitled immediately prior to a proportionate share of any such event under clause (b) dividend or distribution as though the holders of the preceding sentence shall be adjusted by multiplying such amount by a fraction, Series A Preferred Stock were the numerator holders of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of into which is the number of their respective shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares Stock are convertible as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date fixed for the determination of the holders of Series A Preferred Shares the Common Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofdistribution.

Dividend Rights. (1a) Subject to the rights provisions of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividendsthis Section 2, the holders of shares of this Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, receive when, as and if declared by the Board of Directors Board, out of funds assets legally available therefor, cumulative dividends ("Dividends") at the applicable rate per annum specified in Section 2(b) hereof from the date of issuance and payable in accordance with Section 2(c) hereof. Dividends shall be cumulative from the date of initial issuance of the shares of this Series (the "Initial Issuance Date"), whether or not there shall be assets legally available for the purposepayment of such Dividends. In the event that the Board shall declare a Dividend, quarterly dividends subject to applicable regulatory approvals, such Dividend may, at the discretion of the Board, be payable in cash Common Shares. The number of Common Shares to be issued to the holders of shares of this Series upon the payment of a Dividend in Common Shares shall be the amount of the Dividends payable to such holder pursuant to this Section 2 divided by either (i) (if the Common Shares are not traded on the first New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) U.S. $1.35 or (ii) (if the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) the average Market Price of the Common Shares as such term is defined below for the ten (10) trading days immediately preceding the Record Date as such term is defined in Section 2(c) hereof. For all purposes hereof, the term "Market Price of the Common Shares" as of any specified date shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day of February, May, August and November in each year (each preceding such date being referred in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the holder of a majority of the shares of this Series then outstanding; provided, however, that if such parties are unable to herein reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the holder of a majority of the shares of this Series then outstanding or, if that selection cannot be made within an additional 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. (b) The Dividend per share of this Series shall be computed based upon a rate per annum of 5% on a base amount of U.S. $1.35 per share of this Series (the "Base Amount"). The Dividend rate per annum shall be subject to increase in the event that all of the following conditions (the "Triggering Conditions") have not been satisfied by the dates specified below: (i) the Common Shares are listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market; (ii) the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market at a Market Price greater than U.S. $2.40 per Common Share on each of the 10 consecutive trading days preceding such date; and (iii) the Corporation's net income (excluding profit or loss on disposal of a significant part of the Company's assets or separate segment thereof, gains on restructuring payables, gains or losses on the extinguishment of debt, expropriations of property, gains or losses that are the direct result of a major casualty, or one-time losses resulting from prohibition under a newly-enacted law or regulation) before income taxes, Dividends on the shares of this Series and amortization of goodwill and covenants not to compete for the three consecutive fiscal quarters preceding such date, as a reported in or derived from the Corporation's quarterly or annual reports filed with the Securities and Exchange Commission, shall have averaged at least U.S. $0.07 per fully diluted Common Share per fiscal quarter, provided, however, in making such calculation, the Common Shares issuable upon exercise of the warrants issued to Warburg Pincus Ventures, L.P. ("Quarterly Dividend Payment DateWarburg"), commencing on pursuant to that certain Warrant Agreement between the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded Corporation and Warburg relating to the nearest cent) equal warrants to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company purchase 10,000,000 Common Shares (the "Warrant Agreement"), shall be excluded but Common Stock") or a subdivision Shares issuable upon the conversion of the outstanding shares of Common Stock (by reclassification this Series shall not. All references to per share amounts or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, prices with respect to the first Quarterly Triggering Conditions shall be appropriately adjusted for any subdivision, consolidation, or reclassification of the Common Shares. Until the Triggering Conditions have been satisfied, the Dividend Payment Date, since rate per annum shall be (A)15% of the first issuance of any share or fraction of a Base Amount per share of this Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock from and after January 1, 2003 and payable in accordance with Section 2(c) hereof commencing January 1, 2004; (B) 18% of the Base Amount per share of this Series from and after January 1, 2004 and payable in accordance with Section 2(c) hereof commencing January 1, 2005; and (C) thereafter, 21% of the Base Amount per share of this Series from and after January 1, 2005 and payable in accordance with Section 2(c) hereof commencing January 1, 2006. Upon the satisfaction of all the Triggering Conditions, the Dividend per share of this Series shall be computed based upon a rate per annum of 5% of the Base Amount. Accruals of Dividends shall not bear interest. All Dividends declared upon the shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of this Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventdeclared pro rata per share. (2c) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of the holders of shares of this Series A Preferred Shares who shall be entitled to receive a quarterly dividend Dividends (the "Record Date") shall be the first business day of each calendar year, and before only the holders of shares of this Series of record on the Record Date shall be entitled to receive such Quarterly Dividend Payment Date, in either Dividends. All Dividends payable to such holders of which events such dividends record shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than tenth business day following the total amount Record Date on each issued and outstanding share of such dividends at the time accrued and this Series. (d) Dividends payable on such shares of this Series for any period other than a full dividend period shall be allocated pro rata computed on the basis of a 360-day year consisting of twelve 30-day months. Any Dividend payment made on shares of this Series shall first be credited against the earliest accumulated but unpaid Dividends due with respect to the shares of this Series. (e) No dividends shall be declared or paid or set aside for payment on any share capital of the Corporation ranking, as to dividends, on a share-by-share basis among all such parity with or subordinate to the shares at the time outstanding. The Board of Directors may fix this Series for any period unless full accumulated Dividends have been or contemporaneously are declared and paid or declared and a record date sum sufficient for the determination payment thereof set aside for such payment on the shares of holders of this Series A Preferred Shares entitled to receive payment of a dividend for all Dividend periods terminating on or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed of payment of such dividends. When Dividends are not paid in full on the shares of this Series and any other preferred shares of the Corporation ranking with respect to payment of dividends on a parity with the shares of this Series, all dividends declared or paid upon shares of this Series and such other preferred shares shall be declared and paid pro rata so that the amount of dividends declared and paid on the shares of this Series and such other preferred shares shall in all cases bear to each other the same ratio that accumulated dividends per share (which in the case of noncumulative preferred shares shall not include any accumulation in respect of unpaid dividends for prior dividend periods) on shares of this Series and such other preferred shares bear to each other. Except as provided in the preceding sentence, unless full accumulated Dividends have been paid or declared and a sum sufficient for the payment thereofthereof set aside for payment, no dividends (other than dividends or distributions paid in Common Shares, or options, warrants or rights to subscribe for or purchase Common Shares, or, in each case, any other series of shares of the Corporation ranking subordinate to the shares of this Series as to dividends and upon liquidation) shall be declared and paid or a sum sufficient for the payment thereof set aside for payment or any other distribution declared or made upon the Common Shares or any other class of shares of the Corporation ranking subordinate to or on a parity with the shares of this Series as to dividends or upon liquidation. No Common Shares or shares of any other class of shares of the Corporation ranking subordinate to or on a parity with the shares of this Series as to dividends or upon liquidation shall be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid to or made available for a sinking fund for the redemption of any such share capital) by the Corporation (except by conversion into or exchange for shares of the Corporation ranking subordinate to the shares of this Series as to dividends and upon liquidation or except with respect to Common Shares that the Corporation has become obligated to redeem prior to the issuance of any shares of this Series upon the occurrence of specified circumstances) unless, in each case, the full accumulated Dividends shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment. Holders of shares of this Series shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of the full Dividends on such shares. (f) Upon conversion of any shares of this Series by any holder thereof pursuant to Section 7 hereof, any Dividends accrued and payable to such holder shall be forfeited and the Corporation shall have no further obligation to such holder of shares of this Series for such accumulated Dividends.

Dividend Rights. (1a) Subject Holders of Series Preferred, in preference to the rights of holders of any shares other stock of any series of Preferred Stock the Corporation (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends"Junior Stock"), the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, but only out of funds that are legally available for therefor, cash dividends at the purpose, quarterly dividends payable in cash rate of eight percent (8%) of the applicable Original Issue Price (as defined below) per annum on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a outstanding share of Series Preferred (as adjusted for any stock dividends, combinations, splits recapitalizations and the like with respect to such shares). The "Original Issue Price" of the Series A Preferred Sharesshall be twenty-seven cents ($0.27) (the "Series A Original Issue Price"). The Original Issue Price of the Series B Preferred shall be thirty-five cents ($0.35) (the "Series B Original Issue Price"). The Original Issue Price of the Series B-1 Preferred shall be thirty-five cents ($0.35) (the "Series B-1 Original Issue Price"). Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be non-cumulative. (b) So long as any shares of Series Preferred shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Junior Stock, nor shall any shares of any Junior Stock of the Corporation be purchased, redeemed, or otherwise acquired for value by the Corporation (except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of services to the Corporation or in exercise of the Corporation's right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above) on the Series Preferred shall have been paid or declared and set apart. In the event dividends are paid on any share of Common Stock, an additional dividend shall be paid with respect to all outstanding shares of Series Preferred in an amount equal per share (rounded on an as-if-converted to Common Stock basis) to the nearest centdividend amount paid or set aside for each share of Common Stock. The provisions of this Section 1(b) equal shall not, however, apply to the greater of (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common acquisition of shares of any Junior Stock in exchange for shares of any other Junior Stock, or (iii) combine any repurchase of any outstanding securities of the outstanding Common Stock into a smaller number Corporation that is unanimously approved by the Corporation's Board of shares, then in each such case the amount to which Directors. The holders of the Series A Preferred Shares were entitled immediately prior to such event under clause (b) expressly waive their rights, if any, as described in Sections 502 and 503 of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator General Corporation Law of which is the number California as they relate to repurchase of shares upon termination of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventemployment or service by any person as a consultant or director. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject From and after the Closing Date to but excluding the rights of holders of any shares of any series of Preferred Stock applicable Conversion Date, (or any similar stocki) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares Holders shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board or any duly authorized committee of Directors the Board, but only out of funds assets legally available for the purposetherefor, all cash dividends or distributions (including, but not limited to, regular quarterly dividends payable or distributions) declared and paid or made in cash respect of the shares of Voting Common Stock, at the same time and on the first day same terms as holders of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred SharesVoting Common Stock, in an amount per share (rounded to the nearest cent) of Non-Voting Preferred Stock equal to the greater product of (ax) $1.00 or the Applicable Conversion Rate then in effect and (by) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate any per share amount dividend or distribution, as applicable, declared and paid or made in respect of all cash dividends, and 100 times the aggregate per each share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Voting Common Stock (by reclassification the “Common Equivalent Dividend Amount”), and (ii) the Board or otherwise)) declared any duly authorized committee thereof may not declare and pay any such cash dividend or make any such cash distribution in respect of Voting Common Stock unless the Board or any duly authorized committee of the Board declares and pays to the Holders, at the same time and on the same terms as holders of Voting Common Stock, the Common Equivalent Dividend Amount per share of Non-Voting Preferred Stock. Notwithstanding any provision in this Section IV(a) to the contrary, no Holder of a share of Non-Voting Preferred Stock since the immediately preceding Quarterly Dividend Payment Date, or, shall be entitled to receive any cash dividend or distribution made with respect to the first Quarterly Dividend Payment Date, since Voting Common Stock where the first Record Date for determination of holders of Voting Common Stock entitled to receive such dividend or distribution occurs prior to the date of issuance of any share or fraction of a such share of Series A Non-Voting Preferred SharesStock. In The foregoing shall not limit or modify the event the Company shall at rights of any time (i) declare or pay Holder to receive any dividend on Common Stock or other distribution pursuant to Section VIII(e). (b) Each dividend or distribution declared and paid pursuant to paragraph (a) above will be payable in to Holders of record of shares of Non-Voting Preferred Stock as they appear in the records of the Corporation at the close of business on the same day as the Record Date for the corresponding dividend or distribution to the holders of shares of Voting Common Stock. (c) If any cash dividend payment on the Non-Voting Preferred Stock is not paid as required herein, the Corporation shall be prohibited from declaring, paying or setting apart for payment any dividends or making any other distributions on any Common Stock, and from redeeming, purchasing or otherwise acquiring (iior making any payment to or available for a sinking fund for the redemption, purchase or other acquisition of any shares of such stock) subdivide the outstanding (either directly or through any Affiliate) any Common Stock, or until all such dividends that are due are paid in full. (iiid) combine the outstanding Common Stock into a smaller number Except as set forth in this Certificate of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fractionAmendment, the numerator of which is Corporation shall have no obligation to pay, and the number holders of shares of Common Non-Voting Preferred Stock outstanding immediately after shall have no right to receive, dividends or distributions at any time, including with respect to dividends or distributions with respect to Parity Securities or any other class or series of authorized preferred stock of the Corporation. To the extent the Corporation declares dividends or distributions on the Non-Voting Preferred Stock and on any Parity Securities but does not make full payment of such event declared dividends or distributions, the Corporation will allocate the dividend payments on a pro rata basis among the holders of the shares of Non-Voting Preferred Stock and the denominator holders of which is any Parity Securities then outstanding. For purposes of calculating the number allocation of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare partial dividend payments, the Corporation will allocate dividend payments on a dividend or distribution on pro rata basis among the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date Holders and the next subsequent Quarterly Dividend Payment Date, a dividend holders of $1.00 any Parity Securities so that the amount of dividends or distributions paid per share on the Series A shares of Non-Voting Preferred Shares Stock and such Parity Securities shall nevertheless in all cases bear to each other the same ratio that payable dividends or distributions per share on the shares of the Non-Voting Preferred Stock and such Parity Securities (but without, in the case of any noncumulative preferred stock, accumulation of dividends or distributions for prior dividend periods) bear to each other. The foregoing right shall not be payable on such subsequent Quarterly Dividend Payment Datecumulative and shall not in any way create any claim or right in favor of Holders in the event that dividends or distributions have not been declared or paid in respect of any prior calendar quarter. (3e) Dividends No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares of Non-Voting Preferred Stock or on such Parity Securities that may be in arrears. Notwithstanding any provision in this Certificate of Amendment to the contrary, Holders shall begin not be entitled to accrue and be cumulative receive any dividends or distributions on outstanding Series A any shares of Non-Voting Preferred Shares from Stock on or after the Quarterly Dividend Payment applicable Conversion Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue in respect of such shares is of Non-Voting Preferred Stock that have been converted as provided herein, except to the extent that any such dividends or distributions have been declared by the Board or any duly authorized committee of the Board and the Record Date for such dividend occurs prior to the record date for the first Quarterly Dividend Payment such applicable Conversion Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to From and after the rights issuance of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A 1997 --------------- Preferred Shares with respect to dividendsStock, the holders of outstanding Series A 1997 Preferred Shares Stock shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, whenand shall be paid, when and as and if declared by the Board of Directors Directors, out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cumulative cash dividends or other distributions (other than a dividend payable in shares at an annual rate of common stock, par value $0.01 2.25 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares arrears quarterly on January 15, April 15, July 15 and October 15, to stockholders of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution record on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 20 days prior to the date fixed on which such cash dividends are payable, said dividends to commence accrual on the date of issuance of the applicable shares. In the event that the Corporation fails to declare and pay quarterly dividends in the full amount provided for herein on any dividend payment date specified above, then (i) the annual rate at which such dividends shall accrue and be payable hereunder shall increase to $2.75 per share and (ii) additional dividends, in an amount equal to the accrued and unpaid dividends on each share of Series 1997 Preferred Stock multiplied by eleven percent (11%) per annum, shall accrue from and after such dividend payment thereofand be payable with respect to each share of Series 1997 Preferred Stock until all accrued and unpaid dividends shall have been paid. Any reference herein to accrued dividends shall include the additional dividends payable with respect to the Series 1997 Preferred Stock pursuant to the preceding sentence. Such dividends shall be prior and in preference to any declaration of payment of any dividend on any other existing or future class or series of capital stock of the Corporation, including without limitation, the Common Stock, the Class A Preferred Stock, par value $1.00 per share (the "Class A Preferred Stock"), of the Corporation, the Series 1996 ----------------------- Preferred Stock and the Class B Preferred Stock, Series 1997-A of the Corporation (the "Series 1997-A Preferred Stock") but shall rank pari passu in ----------------------------- ---- ----- right of payment with any declaration of payment of dividends on the Series C Preferred Stock. Such dividends in respect of the Series 1997 Preferred Stock shall be cumulative and shall accrue whether or not declared by the Board of Directors. No cash dividends shall be paid with respect to any other existing or future class or series of capital stock of the Corporation, including without limitation, the Class A Preferred Stock, the Series 1996 Preferred Stock, the Series 1997-A Preferred Stock and the Common Stock, but other than the Series C Preferred Stock, until all dividends accrued on any outstanding shares of the Series 1997 Preferred Stock, whether or not declared, have been set apart and fully paid, and no cash dividends shall be paid with respect to the Series C Preferred Stock unless, concurrently therewith, dividends are paid to the same extent on the Series 1997 Preferred Stock. No accumulation of dividends on the Series 1997 Preferred Stock shall bear interest.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled enti- tled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1A) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first 15th day of FebruaryJanuary, MayApril, August July, and November October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2B) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3C) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 thirty (30) days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the The holders of Series A Preferred Shares Stock shall be entitled prior to receive dividends, but only out of funds that are legally available therefor, at the payment rate of 10% of the Series A Original Issue Price (as defined below) per annum on each outstanding share of Series A Preferred Stock (as adjusted for any dividends on shares ranking junior stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). The original issue price of the Series A Preferred Shares Stock shall be $500,000 per share (the “Series A Original Issue Price”). For any share of Series A Preferred Stock, such dividends shall begin to receiveaccrue commencing upon the first date such share is issued and becomes outstanding (the “Original Issue Date”) and shall be payable in cash or, whenat the Corporation’s option, by converting the cash amount of such dividends into Class A common stock, par value $0.001 per share (the “Class A Common Stock”), based on the value of the Class A Common Stock equal to (i) so long as the sum of the number of shares of Class A Common Stock issued by the Corporation that would be integrated with the other shares of Class A Common Stock issued under this Paragraph 1 under the rules of the NASDAQ Stock Market plus the number of shares of Class A Common Stock issued under this Paragraph 1 does not exceed 5,366,529 shares (as shall be adjusted for stock splits), the price determined by the daily volume weighted average price per share of the Class A Common Stock on its principal trading market as reported by Bloomberg Financial L.P. (the “VWAP”) for the five (5) day Trading Day (as defined below) period ending on the Trading Day (as defined below) immediately preceding the Dividend Payment Date (as defined below), of the Corporation, and (ii) thereafter, the greater of the Book Value Per Share (as defined below) or Market Value Per Share (as defined below) (the greater of those two amounts, the “Market Price”), as measured on the Original Issue Date for the initial issuance of shares of Series A Preferred Stock in connection with any shares of Series A Preferred Stock that would be integrated under the rules of the NASDAQ Stock Market. The dividends shall be payable in arrears (a) first, on the earlier of (x) September 30, 2010 or (y) the last day of the calendar quarter during which the Corporation ceases to be contractually prohibited from paying such dividends, and thereafter (b) quarterly on the last day of each calendar quarter beginning in the calendar quarter following such initial dividend payment date and continuing until such shares of Series A Preferred Stock are redeemed (each, a “Dividend Payment Date”), provided, that, if any such Dividend Payment Date is not a Business Day (as defined below), then any such dividend shall be payable on the next Business Day. Such dividends shall accrue day-by-day and shall be cumulative, whether or not declared by the Board of Directors out of and whether or not there shall be funds legally available for the purpose, quarterly dividends payable in cash on the first payment of dividends. The term “Business Day” means any day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stockSaturday, par value $0.01 per share, of the Company (the "Common Stock") a Sunday or a subdivision of day on which banking institutions in the outstanding shares of Common Stock (New York, New York are authorized or required by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect law to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Sharesbe closed. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution Until it has paid all dividends on the Series A Preferred Shares Stock as provided contemplated in subparagraph (1) above immediately after it declares a dividend or distribution this Certificate of Designations, the Corporation may not pay dividends on the Common Stock (or any other than a stock of the Corporation hereafter created that is junior in terms of dividend payable in shares of Common Stock); provided thatrights, in the event no dividend redemption or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on liquidation preference to the Series A Preferred Shares Stock (together with the Common Stock, “Junior Stock”). The term “Trading Day” means any day on which the Class A Common Stock is traded on its principal market; provided that the “Trading Day” shall nevertheless not include any day on which the principal market is open for trading for less than 4.5 hours. The terms “Book Value Per Share” and “Market Value Per Share” shall be payable determined in accordance with the rules of The NASDAQ Stock Market, as in effect on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue this Certificate of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofDesignations.

Dividend Rights. (1a) Subject to the rights Holders of holders of any shares of any series of Preferred Stock (or any similar stock) ranking Series A Preferred, prior and superior in preference to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares Common Stock, shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, if and as and if declared by the Board of Directors Directors, but only out of funds that are legally available for therefor, cumulative non- compounded cash dividends at the purpose, quarterly dividends payable in cash on rate of eight percent (8%) per annum of the first day of February, May, August and November in applicable Base Price with respect to each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a outstanding share of Series A Preferred Shares("Series A Cumulative Dividends") provided that, in an amount per share (rounded to whether or not declared, the nearest cent) equal to the greater of Series A Cumulative Dividends shall accrue annually commencing (a) $1.00 or (b) subject to in the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount case of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stockSeries A-1 Preferred issued upon the conversion of preferred membership interests of Xxxxxx Court LLC, par value $0.01 per share, of a Delaware limited liability company and predecessor to the Company (the "Common StockPreferred Membership Interests") or a subdivision in connection with the conversion of the outstanding LLC into the Company, on the date of original issuance of the respective Preferred Membership Interests in respect of which such shares of Common Stock Series A-1 Preferred were so issued and (by reclassification or otherwise)b) declared in the case of all other shares of Series A Preferred, on the Common Stock since date of original issuance thereof (each of such dates being hereinafter respectively referred to as a "Dividend Accrual Commencement Date" and each of the immediately preceding Quarterly annual periods ending on the respective anniversary thereof (a "Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share Accrual Period"). The Series A Cumulative Dividends on shares of Series A Preferred Shares. In the event shall be cumulative from their respective Dividend Accrual Commencement Date (whether or not there shall be surplus or net profits of the Company legally available for the payment of such dividends and whether or not such Series A Cumulative Dividends shall have been declared), such that if at any time (i) declare any Series A Cumulative Dividends to the end of the last completed Dividend Accrual Period shall not have been paid or pay any dividend on Common Stock payable otherwise satisfied in shares of Common Stockaccordance with the terms hereof, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of all Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence Cumulative Dividends shall be adjusted by multiplying such amount by a fraction, fully paid or otherwise satisfied as set forth herein (but without interest) or shall continue to accrue on the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution Series A Preferred. Any Series A Cumulative Dividends payable on the Series A Preferred Shares for any period less than a full Dividend Accrual Period shall be computed on the basis of the actual number of days elapsed and the actual number of days in the relevant year. (b) So long as provided any shares of Series A Preferred are outstanding, the Company shall not pay or declare any dividend, whether in subparagraph (1) above immediately after it declares a dividend cash or property, or make any other distribution on the Common Stock (other than a dividend payable in Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock); Stock until (a) all accrued and unpaid Series A Cumulative Dividends calculated as provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share this Section I on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. have been paid in full or declared and set apart in full and (3b) Dividends shall begin to accrue and be cumulative on the holders of at least seventy percent (70%) of then outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive (voting together as a quarterly single class not as separate series thereof) (the "Reguisite Holders") shall have consented in writing thereto under Section 6 hereof. (c) In the event dividends are paid or declared and set aside for payment on any share of Common Stock (any such payment or declaration being in conformity with Article IV.B), the Company shall concurrent therewith pay an additional dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such all outstanding shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled in a per share amount equal (on an as-if-converted to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior Common Stock basis) to the date fixed amount paid or set aside for the payment thereofeach share of Common Stock.

Dividend Rights. (a) The holders of shares of Series C Preferred Stock shall be entitled to receive on a per share basis (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the first day dividends, at an annual rate of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount 5.0% per share (rounded expressed as a percentage of the $100.00 per share liquidation preference set forth in Section 3 hereof) payable in arrears in quarterly installments to be mailed: (i) no later than forty-five days after the nearest centend of the fourth fiscal quarter of each fiscal year of the Corporation; and (ii) no later than fifteen (15) days after the end of the first, second and third fiscal quarters of each fiscal year of the Corporation (the "Regular Dividend") plus, (2) if quarterly dividends on the common stock are ever greater than the Quarterly Equivalent Dividend Amount, the amount of such excess times the Notional Exchange Ratio, payable in the same manner on which the Common Stock dividends are being paid. The Quarterly Equivalent Dividend Amount shall be equal to 25% of the greater Regular Dividend divided by the Notional Exchange Ratio. Dividends on the Series C Preferred Stock will be non-cumulative. The rate at which dividends are paid shall be adjusted for any combinations or divisions or similar recapitalizations affecting the shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock are outstanding, (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, paid with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share shares of Series A C Preferred Shares. In Stock pursuant to this subparagraph shall be paid pro rata to the event holders entitled thereto and (ii) holders of shares of Series C Preferred Stock shall be entitled to receive the Company dividends provided for in this subparagraph in preference to and in priority over any dividends upon any Common Stock. (b) The Corporation shall at any time not (i) declare declare, pay or pay set apart for payment any dividend dividends or distributions on Common any stock ranking as to dividends junior to the Series C Preferred Stock payable (other than dividends paid in shares of Common Stock, such junior stock) or (ii) subdivide the outstanding Common Stockmake any purchase or redemption of, or (iii) combine any sinking fund payment for the outstanding Common Stock into a smaller number of sharespurchase or redemption of, then in each such case the amount any stock ranking as to which holders of Series A Preferred Shares were entitled immediately prior dividends junior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A C Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend purchase or redemption made by issue or delivery of such junior stock) unless all dividends payable in on all outstanding shares of Common Stock); provided that, in the event no Series C Preferred Stock for all past dividend or distribution periods shall have been paid in full or declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date sufficient sum set apart for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the the-aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 .10 per share, of the Company (the "“Common Stock"”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) » declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of holders of any ---------------- shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by If the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company Corporation shall declare a dividend or distribution on payable upon the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on then outstanding shares of the Common Stock (other than a dividend payable entirely in shares of the Common StockStock of the Corporation); provided that, in then the event no Board of Directors shall declare at the same time a dividend or distribution shall have been declared upon the then outstanding shares of the Convertible Preferred payable at the same time as the dividend paid on the Common Stock during Stock, in an amount equal to the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend amount of $1.00 dividends per share of Convertible Preferred as would have been payable on the Series A largest number of whole shares of Common Stock which each share of Convertible Preferred Shares shall nevertheless be payable on held by each holder thereof would have received if such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin Convertible Preferred had been converted to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior Common Stock pursuant to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date provisions of issue Section 2 hereof as of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares Common Stock entitled to receive such dividends. (b) In the event the Board of Directors of the Corporation shall declare a quarterly dividend and before payable upon any class or series of capital stock of the corporation other than Common Stock, the Board of Directors shall declare at the same time a dividend upon the then outstanding shares of Convertible Preferred, payable at the same time as such Quarterly Dividend Payment Date, in either dividend on such other class or series of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares capital stock in an amount less than equal to (i) in the total amount case of such dividends at any series or class convertible into Common Stock, that dividend per share of Convertible Preferred as would equal the time accrued and dividend payable on such shares shall be allocated pro rata on a share-by-share basis among other class or series determined as if all such shares at of such class or series had been converted to Common Stock and all shares of Convertible Preferred have been converted to Common Stock on the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a such dividend or distribution declared thereon(ii) if such class or series of capital stock is not convertible into Common Stock, which record date shall at a rate per share of Convertible Preferred determined by dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock and multiplying such fraction by the applicable Base Liquidation Price (or in the case of the Series E Preferred, the Series E Liquidation Value that would then be no more than 30 days prior in effect without giving effect to the date fixed for the payment thereofany reduction or elimination of such Series E Liquidation Value pursuant to Section B(1)(a)(i)).

Dividend Rights. (1i) Subject to the rights of holders right of any shares of any other series of Preferred Stock (or any similar stock) ranking prior that may from time to time come into existence and superior which is expressly senior to the rights of the Series A B Preferred Shares with respect to dividendsStock, the holders of Series B Preferred Stock, in preference to the holders of common stock, par value $.01 per share, of the Corporation (the "Common Stock"), the Series A Junior Participating Preferred Shares Stock, par value $.01 per share, of the Corporation and any other stock of the Corporation hereafter created which shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A B Preferred Shares Stock (together, "Series B Junior Stock"), shall be entitled to receivereceive dividends, when, as and if declared by the Board of Directors Directors, but only out of funds that are legally available therefor, at the rate of 7% of the Series B Original Issue Price (as defined below) per annum (the "Series B Dividend Rate") on each outstanding share of Series B Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the purposelike with respect to such shares). For any share of Series B Preferred Stock, quarterly such dividends shall begin to accrue commencing upon the first date such share is issued and becomes outstanding and shall be payable semi-annually in cash on the first day January 1 and July 1 of Februaryeach year, Maybeginning on July 1, August and November in each year 2002 (each such date being referred to herein as each, a "Quarterly Dividend Payment Date"), commencing on the first Quarterly provided, that, (i) if any such Dividend Payment Date after is not a Business Day, then any such dividend shall be payable on the first issuance next Business Day, and (ii) any such dividend shall be payable only as the Board of a share or fraction Directors may from time to time determine, and only when, as and if declared by the Board of a share of Series A Preferred Shares, in an amount per share (rounded Directors. Subject to the nearest cent) equal foregoing, any such dividend shall be paid to the greater holders of (a) $1.00 or (b) subject record at the close of business on the date specified by the Board of Directors at the time such dividend is declared, provided, however, that such date may not be more than 60 days nor less than 10 days prior to the provision applicable dividend payment date. Such dividends shall accrue day by day and shall be cumulative, whether or not declared by the Board of Directors and whether or not there shall be funds legally available for adjustment hereinafter set forth, 100 times the aggregate per share amount payment of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, . The original issue price of the Company Series B Preferred Stock shall be $5.10 (the "Common StockSeries B Original Issue Price") ). Dividends payable for any period shorter or longer than a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared semi-annual dividend period shall be computed on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction basis of a share 360-day year of Series A Preferred Sharestwelve 30-day months. In Dividends in arrears may be declared by the event Board of Directors and paid on any date fixed by the Company shall at Board of Directors, without reference to any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly regular Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends Any dividend paid on upon the Series A B Preferred Shares in an amount less than the total amount of such Stock at a time when any accrued dividends at the time accrued and payable on such shares for any prior periods are delinquent shall be allocated pro rata on expressly declared as a share-by-share basis among all such shares at dividend in whole or partial payment of the time outstandingaccrued dividend for the earliest period or periods for which dividends are then delinquent, and shall be so designated to each holder to whom payment is made thereof. The Board term "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled Chicago, Illinois are authorized or required by law to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofclosed.

Dividend Rights. (1a) Subject to the rights provisions of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividendsthis Section 2, the holders of shares of this Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, receive when, as and if declared by the Board of Directors Board, out of funds assets legally available therefor, cumulative dividends ("Dividends") at the applicable rate per annum specified in Section 2(b) hereof from the date of issuance and payable in accordance with Section 2(c) hereof. Dividends shall be cumulative from the date of initial issuance of the shares of this Series (the "Initial Issuance Date"), whether or not there shall be assets legally available for the purposepayment of such Dividends. In the event that the Board shall declare a Dividend, quarterly dividends subject to applicable regulatory approvals, such Dividend may, at the discretion of the Board, be payable in cash Common Shares. The number of Common Shares to be issued to the holders of shares of this Series upon the payment of a Dividend in Common Shares shall be the amount of the Dividends payable to such holder pursuant to this Section 2 divided by either (i) (if the Common Shares are not traded on the first New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) U.S. $1.35 or (ii) (if the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) the average Market Price of the Common Shares as such term is defined below for the ten (10) trading days immediately preceding the Record Date as such term is defined in Section 2(c) hereof. For all purposes hereof, the term "Market Price of the Common Shares" as of any specified date shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day of February, May, August and November in each year (each preceding such date being referred in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the holder of a majority of the shares of this Series then outstanding; provided, however, that if such parties are unable to herein reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the holder of a majority of the shares of this Series then outstanding or, if that selection cannot be made within an additional 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. (b) The Dividend per share of this Series shall be computed based upon a rate per annum of 5% on a base amount of U.S. $1.35 per share of this Series (the "Base Amount"). The Dividend rate per annum shall be subject to increase in the event that all of the following conditions (the "Triggering Conditions") have not been satisfied by the dates specified below: (i) the Common Shares are listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market; (ii) the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market at a Market Price greater than U.S. $2.40 per Common Share on each of the 10 consecutive trading days preceding such date; and (iii) the Corporation's net income (excluding profit or loss on disposal of a significant part of the Company's assets or separate segment thereof, gains on restructuring payables, gains or losses on the extinguishment of debt, expropriations of property, gains or losses that are the direct result of a major casualty, or one-time losses resulting from prohibition under a newly-enacted law or regulation) before income taxes, Dividends on the shares of this Series and amortization of goodwill and covenants not to compete for the three consecutive fiscal quarters preceding such date, as a reported in or derived from the Corporation's quarterly or annual reports filed with the Securities and Exchange Commission, shall have averaged at least U.S. $0.07 per fully diluted Common Share per fiscal quarter, provided, however, in making such calculation, the Common Shares issuable upon exercise of the warrants issued to Warburg Pincus Ventures, L.P. ("Quarterly Dividend Payment DateWarburg"), commencing on pursuant to that certain Warrant Agreement between the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded Corporation and Warburg relating to the nearest cent) equal warrants to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company purchase 10,000,000 Common Shares (the "Warrant Agreement"), shall be excluded but Common Stock") or a subdivision Shares issuable upon the conversion of the outstanding shares of Common Stock (by reclassification this Series shall not. All references to per share amounts or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, prices with respect to the first Quarterly Triggering Conditions shall be appropriately adjusted for any subdivision, consolidation, or reclassification of the Common Shares. Until the Triggering Conditions have been satisfied, the Dividend Payment Date, since rate per annum shall be (A)15% of the first issuance of any share or fraction of a Base Amount per share of this Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock from and after January 1, 2003 and payable in accordance with Section 2(c) hereof commencing January 1, 2004; (B) 18% of the Base Amount per share of this Series from and after January 1, 2004 and payable in accordance with Section 2(c) hereof commencing January 1, 2005; and (C) thereafter, 21% of the Base Amount per share of this Series from and after January 1, 2005 and payable in accordance with Section 2(c) hereof commencing January 1, 2006. Upon the satisfaction of all the Triggering Conditions, the Dividend per share of this Series shall be computed based upon a rate per annum of 5% of the Base Amount. Accruals of Dividends shall not bear interest. All Dividends declared upon the shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of this Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventdeclared pro rata per share. (2c) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of the holders of shares of this Series A Preferred Shares who shall be entitled to receive a quarterly dividend Dividends (the "Record Date") shall be the first business day of each calendar year, and before only the holders of shares of this Series of record on the Record Date shall be entitled to receive such Quarterly Dividend Payment Date, in either Dividends. All Dividends payable to such holders of which events such dividends record shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than tenth business day following the total amount Record Date on each issued and outstanding share of such dividends at the time accrued and this Series. (d) Dividends payable on such shares of this Series for any period other than a full dividend period shall be allocated pro rata computed on the basis of a 360-day year consisting of twelve 30- day months. Any Dividend payment made on shares of this Series shall first be credited against the earliest accumulated but unpaid Dividends due with respect to the shares of this Series. (e) No dividends shall be declared or paid or set aside for payment on any share capital of the Corporation ranking, as to dividends, on a share-by-share basis among all such parity with or subordinate to the shares at the time outstanding. The Board of Directors may fix this Series for any period unless full accumulated Dividends have been or contemporaneously are declared and paid or declared and a record date sum sufficient for the determination payment thereof set aside for such payment on the shares of holders of this Series A Preferred Shares entitled to receive payment of a dividend for all Dividend periods terminating on or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed of payment of such dividends. When Dividends are not paid in full on the shares of this Series and any other preferred shares of the Corporation ranking with respect to payment of dividends on a parity with the shares of this Series, all dividends declared or paid upon shares of this Series and such other preferred shares shall be declared and paid pro rata so that the amount of dividends declared and paid on the shares of this Series and such other preferred shares shall in all cases bear to each other the same ratio that accumulated dividends per share (which in the case of noncumulative preferred shares shall not include any accumulation in respect of unpaid dividends for prior dividend periods) on shares of this Series and such other preferred shares bear to each other. Except as provided in the preceding sentence, unless full accumulated Dividends have been paid or declared and a sum sufficient for the payment thereofthereof set aside for payment, no dividends (other than dividends or distributions paid in Common Shares, or options, warrants or rights to subscribe for or purchase Common Shares, or, in each case, any other series of shares of the Corporation ranking subordinate to the shares of this Series as to dividends and upon liquidation) shall be declared and paid or a sum sufficient for the payment thereof set aside for payment or any other distribution declared or made upon the Common Shares or any other class of shares of the Corporation ranking subordinate to or on a parity with the shares of this Series as to dividends or upon liquidation. No Common Shares or shares of any other class of shares of the Corporation ranking subordinate to or on a parity with the shares of this Series as to dividends or upon liquidation shall be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid to or made available for a sinking fund for the redemption of any such share capital) by the Corporation (except by conversion into or exchange for shares of the Corporation ranking subordinate to the shares of this Series as to dividends and upon liquidation or except with respect to Common Shares that the Corporation has become obligated to redeem prior to the issuance of any shares of this Series upon the occurrence of specified circumstances) unless, in each case, the full accumulated Dividends shall have been paid or declared and a sum sufficient for the payment thereof set aside for payment. Holders of shares of this Series shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of the full Dividends on such shares. (f) Upon conversion of any shares of this Series by any holder thereof pursuant to Section 7 hereof, any Dividends accrued and payable to such holder shall be forfeited and the Corporation shall have no further obligation to such holder of shares of this Series for such accumulated Dividends.

Dividend Rights. (1) Subject A. The holders of the outstanding Series C+ Preferred Shares shall be entitled to receive, prior and in preference to any dividends or distributions to the rights of holders of any shares Series C Preferred Shares, the holders of any series Series B+ Preferred Shares, the holders of any Series B Preferred Stock (or Shares, the holders of any similar stock) ranking prior and superior to the Series A Preferred Shares with respect and the holders of any Ordinary Shares, out of any funds legally available therefor, cumulative dividends at the simple rate of eight percent (8%) of the Series C+ Issue Price per annum for each Series C+ Preferred Share (as adjusted for share split, consolidation, dividend, recapitalization and other similar transactions) held by such holder, payable if, as and when declared by the Company’s Board of Directors. B. If there are any funds remaining available for distribution after the dividend distribution declared and made pursuant to dividendsArticle 8.1(A) above, the holders of the outstanding Series C Preferred Shares shall be entitled to receive, prior and in preference to any dividends or distributions to the holders of any Series B+ Preferred Shares, the holders of any Series B Preferred Shares, the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, out of any funds legally available therefor, cumulative dividends at the simple rate of eight percent (8%) of the Series C Issue Price per annum for each Series C Preferred Share (as adjusted for share split, consolidation, dividend, recapitalization and other similar transactions) held by such holder, payable if, as and when declared by the Company’s Board of Directors. C. If there are any funds remaining available for distribution after the dividend distribution declared and made pursuant to Articles 8.1(A) and 8.1(B) above, the holders of the outstanding Series B+ Preferred Shares shall be entitled to receive, prior and in preference to any dividends or distributions to the holders of any Series B Preferred Shares, the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, out of any funds legally available therefor, cumulative dividends at the simple rate of eight percent (8%) of the Series B+ Issue Price per annum for each Series B+ Preferred Share (as adjusted for share split, consolidation, dividend, recapitalization and other similar transactions) held by such holder, payable if, as and when declared by the Company’s Board of Directors. D. If there are any funds remaining available for distribution after the dividend distribution declared and made pursuant to Articles 8.1(A) , 8.1(B) and 8.1(C) above, the holders of the outstanding Series B Preferred Shares shall be entitled to receive, prior and in preference to any dividends or distributions to the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, out of any funds legally available therefor, cumulative dividends at the simple rate of eight percent (8%) of the Series B Issue Price per annum for each Series B Preferred Share (as adjusted for share split, consolidation, dividend, recapitalization and other similar transactions) held by such holder, payable if, as and when declared by the Company’s Board of Directors. E. If there are any funds remaining available for distribution after the dividend distribution declared and made pursuant to Articles 8.1(A), 8.1(B), 8.1(C) and 8.1(D) above, the holders of the outstanding Series A Preferred Shares shall be entitled to receive, prior and in preference to any dividends or distributions to the payment holders of any Ordinary Shares, out of any funds legally available therefor, cumulative dividends on shares ranking junior to at the simple rate of eight percent (8%) of the Series A Issue Price per annum for each Series A Preferred Shares to receiveShare (as adjusted for share split, whenconsolidation, dividend, recapitalization and other similar transactions) held by such holder, payable if, as and if when declared by the Company’s Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash Directors. F. No dividends or other distributions shall be made or declared, whether in cash, in property, or in any other shares of the Company, with respect to any other class or series of shares of the Company, unless and until dividends in like amount have been paid in full to the holders of the Preferred Shares or declared and set apart for payment. G. If, after the preferential dividends relating to the Preferred Shares as described in Articles 8.1(A), 8.1(B), 8.1(C), 8.1(D) and 8.1(E) above have been paid in full or declared and set apart for payment in any fiscal year of the Company, the Board shall decide to declare a dividend or similar distribution to the holders of Ordinary Shares (other than a dividend payable distribution described in shares of common stockArticle 8.2), par value $0.01 per sharethen, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of Series A Preferred Shares shall be entitled to a proportionate share of any such dividend or distribution as though the holders of Preferred Shares were entitled immediately prior to such event under clause (b) holders of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of Ordinary Shares into which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A their Preferred Shares are convertible as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date fixed for the determination of the holders of Series A Preferred Ordinary Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofdistribution.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares No ordinary cash dividends payable with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) Restricted Stock subject to this Award shall be paid until and unless such share becomes vested and transferable (the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount “Accumulated Dividends”). As of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of each date that the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Datepays any Accumulated Dividends, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend credit the Accumulated Dividends to a bookkeeping account on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into Company’s records that shall have a smaller number of shares, then in each such case the amount value equal to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after equal to (a) the amount of the Accumulated Dividends paid on such event and date, divided by (b) the denominator closing price of which is the number of shares a share of Common Stock on that were outstanding immediately prior date. Any Accumulated Divixxxxx xxxdited pursuant to such event. the foregoing provisions of this Section 7(a) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock to which they relate and shall be paid on or within ten (210) The Company shall declare a dividend or distribution on days after the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on date the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Restricted Stock during the period between vest. Shares of Restricted Stock subject to this Award and any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Accumulated Dividends shall begin with respect to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among forfeited and all your rights to such shares at and Accumulated Dividends shall terminate, without further obligation on the time outstanding. The Board part of Directors may fix a the Company, unless such shares of Restricted Stock become vested pursuant to this Agreement. (b) As of each date that the Company pays an ordinary cash dividend on its outstanding Common Stock for which the related record date for occurs after the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days Grant Date and prior to the date fixed for all Restricted Stock Units subject to the payment thereofAward have either been paid or have terminated, the Company shall credit you with an additional number of Restricted Stock Units equal to (a) the amount of the ordinary cash dividend paid by the Company on a single share of Common Stock on that date, multiplied by (b) the number of Restricted Stock Units subject to the Award outstanding and unpaid as of such record date (including any Restricted Stock Units previously credited under this Section 7(b) and with such total number subject to adjustment pursuant to Section 15.1 of the Plan and this Agreement), divided by (c) the closing price of a share of Common Stock on that date. Any Restricted Stock Units credited pursuant to the foregoing provisions of this Section 7(b) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No crediting of Restricted Stock Units will be made pursuant to this Section 7(b) with respect to any Restricted Stock Units which, as of the related record date, have either been paid or have terminated.

Dividend Rights. (1a) Subject Holders of Series Preferred, in preference to the rights of holders of any shares other stock of any series of Preferred Stock the Corporation (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends"Junior Stock"), the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, but only out of funds that are legally available for therefor, cash dividends at the purpose, quarterly dividends payable in cash rate of eight percent (8%) of the applicable Original Issue Price (as defined below) per annum on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a outstanding share of Series Preferred (as adjusted for any stock dividends, combinations, splits recapitalizations and the like with respect to such shares). The "Original Issue Price" of the Series A Preferred Sharesshall be twenty-seven cents ($0.27) (the "Series A Original Issue Price"). The Original Issue Price of the Series B Preferred shall be thirty-five cents ($0.35) (the "Series B Original Issue Price"). Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be non-cumulative. (b) So long as any shares of Series Preferred shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Junior Stock, nor shall any shares of any Junior Stock of the Corporation be purchased, redeemed, or otherwise acquired for value by the Corporation (except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of services to the Corporation or in exercise of the Corporation's right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above) on the Series Preferred shall have been paid or declared and set apart. In the event dividends are paid on any share of Common Stock, an additional dividend shall be paid with respect to all outstanding shares of Series Preferred in an amount equal per share (rounded on an as-if-converted to Common Stock basis) to the nearest centdividend amount paid or set aside for each share of Common Stock. The provisions of this Section 1(b) equal shall not, however, apply to the greater of (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common acquisition of shares of any Junior Stock in exchange for shares of any other Junior Stock, or (iii) combine any repurchase of any outstanding securities of the outstanding Common Stock into a smaller number Corporation that is unanimously approved by the Corporation's Board of shares, then in each such case the amount to which Directors. The holders of the Series A Preferred Shares were entitled immediately prior to such event under clause (b) expressly waive their rights, if any, as described in Sections 502, 503 and 506 of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator General Corporation Law of which is the number California as they relate to repurchase of shares upon termination of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventemployment or service by any person as a consultant or director. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (a) The holders of shares of Series D Preferred Stock shall be entitled to receive on a per share basis (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the first day dividends, at an annual rate of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount 5.0% per share (rounded expressed as a percentage of the $100.00 per share liquidation preference set forth in Section 3 hereof) payable in arrears in quarterly installments to be mailed: (i) no later than forty-five days after the nearest centend of the fourth fiscal quarter of each fiscal year of the Corporation; and (ii) no later than fifteen (15) days after the end of the first, second and third fiscal quarters of each fiscal year of the Corporation (the "Regular Dividend") plus, (2) if quarterly dividends on the common stock are ever greater than the Quarterly Equivalent Dividend Amount, the amount of such excess times the Conversion Rate, payable in the same manner on which the Common Stock dividends are being paid. The Quarterly Equivalent Dividend Amount shall be equal to 25% of the greater Regular Dividend divided by the Conversion Rate. Dividends on the Series D Preferred Stock will be non-cumulative. The rate at which dividends are paid shall be adjusted for any combinations or divisions or similar recapitalizations affecting the shares of Series D Preferred Stock. So long as any shares of Series D Preferred Stock are outstanding, (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, paid with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share shares of Series A D Preferred Shares. In Stock pursuant to this subparagraph shall be paid pro rata to the event holders entitled thereto and (ii) holders of shares of Series D Preferred Stock shall be entitled to receive the Company dividends provided for in this subparagraph in preference to and in priority over any dividends upon any Common Stock. (b) The Corporation shall at any time not (i) declare declare, pay or pay set apart for payment any dividend dividends or distributions on Common any stock ranking as to dividends junior to the Series D Preferred Stock payable (other than dividends paid in shares of Common Stock, such junior stock) or (ii) subdivide the outstanding Common Stockmake any purchase or redemption of, or (iii) combine any sinking fund payment for the outstanding Common Stock into a smaller number of sharespurchase or redemption of, then in each such case the amount any stock ranking as to which holders of Series A Preferred Shares were entitled immediately prior dividends junior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A D Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend purchase or redemption made by issue or delivery of such junior stock) unless all dividends payable in on all outstanding shares of Common Stock); provided that, in the event no Series D Preferred Stock for all past dividend or distribution periods shall have been paid in full or declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date sufficient sum set apart for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares No ordinary cash dividends payable with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) Restricted Stock subject to this Award shall be paid until and unless such share becomes vested and transferable (the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount “Accumulated Dividends”). As of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of each date that the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Datepays any Accumulated Dividends, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend credit the Accumulated Dividends to a bookkeeping account on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into Company’s records that shall have a smaller number of shares, then in each such case the amount value equal to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after equal to (a) the amount of the Accumulated Dividends paid on such event and date, divided by (b) the denominator closing price of which is the number of shares a share of Common Stock on that were outstanding immediately prior date. Any Accumulated Xxxxxxxxx credited pursuant to such event. the foregoing provisions of this Section 7(a) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock to which they relate and shall be paid on or within ten (210) The Company shall declare a dividend or distribution on days after the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on date the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Restricted Stock during the period between vest. Shares of Restricted Stock subject to this Award and any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Accumulated Dividends shall begin with respect to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among forfeited and all your rights to such shares at and Accumulated Dividends shall terminate, without further obligation on the time outstanding. The Board part of Directors may fix a the Company, unless such shares of Restricted Stock become vested pursuant to this Agreement. (b) As of each date that the Company pays an ordinary cash dividend on its outstanding Common Stock for which the related record date for occurs after the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days Grant Date and prior to the date fixed for all Restricted Stock Units subject to the payment thereofAward have either been paid or have terminated, the Company shall credit you with an additional number of Restricted Stock Units equal to (a) the amount of the ordinary cash dividend paid by the Company on a single share of Common Stock on that date, multiplied by (b) the number of Restricted Stock Units subject to the Award outstanding and unpaid as of such record date (including any Restricted Stock Units previously credited under this Section 7(b) and with such total number subject to adjustment pursuant to Section 15.1 of the Plan and this Agreement), divided by (c) the closing price of a share of Common Stock on that date. Any Restricted Stock Units credited pursuant to the foregoing provisions of this Section 7(b) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No crediting of Restricted Stock Units will be made pursuant to this Section 7(b) with respect to any Restricted Stock Units which, as of the related record date, have either been paid or have terminated.

Dividend Rights. (1) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly annual dividends payable in cash on the first business day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 10.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject to the rights of The holders of the then outstanding Series A Preferred Shares shall be entitled to receive, out of any assets of the Company legally available therefore, such dividends as may be declared on shares of the Series A Preferred Shares from time to time by the Board of Directors. (b) No dividend shall be paid with respect to any series of Preferred Stock (Common Shares, Restricted Voting Shares or any similar stock) other shares of capital stock of the Company ranking prior and superior junior to the Series A Preferred Shares with respect to the payment of dividends (the “Junior Shares”) unless; (i) the holders of the Series A Preferred Shares are first paid; (A) all declared and unpaid dividends, and (B) a dividend per share of Series A Preferred Share equal to the dividend that would be payable on the number of shares of common stock of the Company into which each share of Series A Preferred Share is then convertible pursuant to Section 4.1. For clarity, any dividends paid under this subsection 1(b)(i)(B) are excluded from the aggregate dividend calculations for the purposes of subsection 1(c); and (ii) the holders of any other series of preferred shares of this Company having a preferential right to dividends equal or superior to the rights of the holders of Series A Preferred Shares shall be entitled prior to the payment of any are paid dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a accordance with their dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Sharesrights. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior The right to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share dividends on the Series A Preferred Shares shall nevertheless not be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends cumulative, and no rights shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares by reason of the fact that dividends on such shares are not declared or paid in any prior year. (c) In the event that Series A Preferred Share receive dividends pursuant to sub-sections 1(a) in an aggregate amount equal to or greater than the Deemed Issue Price each Series A Preferred Share shall be automatically converted pursuant to Section 4.2(a), effective immediately prior to any distribution of a dividend to the Common Shares. (d) In the event that Series A Preferred Shares are subject to automatic conversion pursuant to sub-sections 4.2(b) then each Series A Preferred Share shall be entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Dateequal to the Deemed Issue Price, in either prior to conversion the Common Shares. (e) Each holder of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-outstanding share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior deemed to have consented to distributions made by the date fixed Company in connection with its repurchase of shares of common stock issued to or held by officers, directors, stockholders or employees of, or consultants to, this Company or its subsidiaries pursuant to agreements (whether now existing or hereafter entered into) providing for the payment thereofright of repurchase between this Company and such persons.

Dividend Rights. (1a) Subject Holders of Series Preferred, in preference to the rights of holders of any shares other stock of any series of Preferred Stock the Corporation (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends"Junior Stock"), the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors Directors, but only out of funds that are legally available for therefor, cash dividends at the purpose, quarterly dividends payable in cash rate of eight percent (8%) of the applicable Original Issue Price (as defined below) per annum on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a outstanding share of Series Preferred (as adjusted for any stock dividends, combinations, splits recapitalizations and the like with respect to such shares). The "Original Issue Price" of the Series A Preferred Sharesshall be twenty-seven cents ($0.27) (the "Series A Original Issue Price"). The Original Issue Price of the Series B Preferred shall be thirty-five cents ($0.35) (the "Series B Original Issue Price"). The Original Issue Price of the Series B-1 Preferred shall be thirty-five cents ($0.35) (the "Series B-1 Original Issue Price"). The Original Issue Price of the Series C Preferred shall be seventy cents ($0.70) (the "Series C Original Issue Price"). Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be non-cumulative. (b) So long as any shares of Series Preferred shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Junior Stock, nor shall any shares of any Junior Stock of the Corporation be purchased, redeemed, or otherwise acquired for value by the Corporation (except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of services to the Corporation or in exercise of the Corporation's right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above) on the Series Preferred shall have been paid or declared and set apart. In the event dividends are paid on any share of Common Stock, an additional dividend shall be paid with respect to all outstanding shares of Series Preferred in an amount equal per share (rounded on an as-if-converted to Common Stock basis) to the nearest centdividend amount paid or set aside for each share of Common Stock. The provisions of this Section 1(b) equal shall not, however, apply to the greater of (ai) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common acquisition of shares of any Junior Stock in exchange for shares of any other Junior Stock, or (iii) combine any repurchase of any outstanding securities of the outstanding Common Stock into a smaller number Corporation that is unanimously approved by the Corporation's Board of shares, then in each such case the amount to which Directors. The holders of the Series A Preferred Shares were entitled immediately prior to such event under clause (b) expressly waive their rights, if any, as described in Sections 502 and 503 of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator General Corporation Law of which is the number California as they relate to repurchase of shares of Common Junior Stock outstanding immediately after such event and the denominator upon termination of which is the number of shares of Common Stock that were outstanding immediately prior to such eventemployment or service by any person as a consultant or director. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Dividend Rights. (1a) Subject From and after the Closing Date to (but excluding) the rights of holders of any shares of any series of Preferred Stock applicable Conversion Date, (or any similar stocki) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares Holders shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board or any duly authorized committee of Directors the Board (but only out of funds assets legally available for therefor under the purpose, DGCL) all cash dividends or distributions (including regular quarterly dividends payable or distributions) declared and paid or made in cash respect of the Common Stock, at the same time and on the first day same terms as holders of FebruaryCommon Stock, Mayin an amount per share of Series A NVCE Stock equal to the product of (x) the Applicable Conversion Rate then in effect and (y) any per share dividend or distribution, August as applicable, declared and November paid or made in respect of each year share of Common Stock (each such date being referred to herein as a "Quarterly the “NVCE Dividend Payment Date"Amount”), commencing and (ii) the Board or any duly authorized committee thereof may not declare and pay any cash dividend or make any cash distribution in respect of Common Stock unless the Board or any duly authorized committee of the Board declares and pays to the Holders, at the same time and on the first Quarterly same terms as holders of Common Stock, the NVCE Dividend Payment Date after Amount per share of Series A NVCE Stock. Notwithstanding any provision in this Section IV(a) to the first issuance of a share or fraction contrary, no Holder of a share of Series A Preferred Shares, in an amount per share (rounded NVCE Stock shall be entitled to the nearest cent) equal to the greater of (a) $1.00 receive any dividend or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, distribution made with respect to the first Quarterly Dividend Payment Date, since Common Stock where the first Record Date for determination of holders of Common Stock entitled to receive such dividend or distribution occurs prior to the date of issuance of any share or fraction of a such share of Series A Preferred SharesNVCE Stock. In The foregoing shall not limit or modify the event the Company shall at rights of any time (i) declare or pay Holder to receive any dividend or other distribution pursuant to Section VII. (b) Each dividend or distribution declared and paid pursuant to Section IV(a) will be payable to Holders of record of shares of Series A NVCE Stock as they appear in the records of the Corporation at the close of business on Common Stock payable in the same day as the Record Date for the corresponding dividend or distribution to the holders of shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2c) The Company Except as set forth in this Certificate of Designations, the Corporation shall declare a dividend have no obligation to pay, and Holders shall have no right to receive, dividends or distribution distributions at any time, including with respect to dividends or distributions with respect to any other class or series of authorized preferred stock. To the extent the Corporation declares dividends or distributions on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution NVCE Stock and on the any Common Stock (other than but does not make full payment of such declared dividends or distributions, the Corporation will allocate the dividend payments on a dividend payable in shares pro rata basis among the Holders and the holders of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the any Common Stock during then outstanding. For purposes of calculating the period between any Quarterly Dividend Payment Date allocation of partial dividend payments, the Corporation will allocate dividend payments on a pro rata basis among the Holders and the next subsequent Quarterly Dividend Payment Date, a dividend holders of $1.00 any Common Stock so that the amount of dividends or distributions paid per share on the shares of Series A Preferred Shares NVCE Stock and such Common Stock shall nevertheless in all cases bear to each other the same ratio that payable dividends or distributions per share on the shares of the Series A NVCE Stock and such Common Stock (but without, in the case of any noncumulative preferred stock, accumulation of dividends or distributions for prior dividend periods) bear to each other. The foregoing right shall not be payable on such subsequent Quarterly Dividend Payment Datecumulative and shall not in any way create any claim or right in favor of Holders in the event that dividends or distributions have not been declared or paid in respect of any prior calendar quarter. (3d) Dividends shall begin to accrue and No interest or sum of money in lieu of interest will be cumulative payable in respect of any dividend payment or payments on outstanding shares of Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date NVCE Stock that may be in arrears. (e) Holders shall not be entitled to any dividends or distributions, whether payable in cash, securities or other property, other than dividends or distributions (if any) declared and payable on shares of issue of such Series A Preferred SharesNVCE Stock as specified in this Certificate of Designations. (f) Notwithstanding any provision in this Certificate of Designations to the contrary, unless Holders shall not be entitled to receive any dividends or distributions on any shares of Series A NVCE Stock on or after the date of issue applicable Conversion Date in respect of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled NVCE Stock that have been converted as provided herein, except to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events the extent that any such dividends shall begin to accrue or distributions have been declared by the Board or any duly authorized committee of the Board and be cumulative from the Record Date for such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days occurs prior to the date fixed for the payment thereofsuch applicable Conversion Date.

Dividend Rights. (1a) Subject to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first 15th day of FebruaryJanuary, MayApril, August July, and November October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2b) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3c) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 thirty (30) days prior to the date fixed for the payment thereof.

Dividend Rights. (1) Subject to the rights of 2.1 The holders of any shares of any series of the Series A-1 Convertible Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for therefor, cumulative dividends at the purposerate of 8% per annum of the Original Issue Price (subject to appropriate adjustments in the event of any stock dividend, quarterly dividends stock split, combination or other similar recapitalization affecting such shares) and no more, payable in preference and priority to any payment of any cash dividend on Common Stock or any other shares of capital stock of the first day Corporation other than the Series A-1 Convertible Preferred Stock or other class or series of Februarystock ranking on a par with, May, August or senior to the Series A-1 Convertible Preferred Stock in respect of dividends (such Common Stock and November other inferior stock being collectively referred to as “Junior Stock”). The dividends will be paid on June 30th and December 31st in each any year there are shares of Series A-1 Convertible Preferred Stock outstanding (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of . The Series A A-1 Convertible Preferred Shares, Stock will participate in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (any dividends payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, on an as-converted basis. 2.2 Such dividends shall accrue with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a each share of Series A-1 Convertible Preferred Stock from the date on which such share is issued and outstanding and thereafter shall be deemed to accrue from day to day whether or not earned or declared and whether or not there exists profits, surplus, or other funds legally available for the payment of dividends, and shall be cumulative so that if such dividends on the Series A-1 Convertible Preferred Stock shall not have been paid, or declared and set apart for payment, the deficiency shall be fully paid or declared and set apart for payment before any dividend shall be paid or declared or set apart for any Junior Stock and before any purchase or acquisition of any Junior Stock is made by the Corporation, except the repurchase of Junior Stock from employees of the Corporation upon termination of employment. At the earlier of: (i) the redemption of the Series A-1 Convertible Preferred Stock; (ii) the filing of a registration statement or a Form 1-A in respect of a public offering of the type described in Section 4.2; or (iii) the liquidation, sale, or merger of the Corporation, any accrued but undeclared dividends shall be paid to the holders of record of outstanding shares of Series A-1 Convertible Preferred SharesStock. No accumulation of dividends on the Series A-1 Convertible Preferred Stock shall bear interest. 2.3 At the election of the Corporation, each dividend may be paid either in cash or in Common Stock. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable is paid in shares of Common Stock, the Common Stock will be valued at the average closing price of the Corporation’s Common Stock (iieither on a national exchange or over-the-counter) subdivide for the outstanding five (5) trading days immediately prior to the Dividend Payment Date. Each dividend paid in cash shall be mailed to the holders of record of the Series A-1 Convertible Preferred Stock as their names and addresses appear on the share register of the Corporation or at the office of the transfer agent on the corresponding dividend payment date. Holders of Series A-1 Convertible Preferred Stock will receive written notification from the Corporation or the transfer agent if a dividend is paid in Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is notification will specify the number of shares of Common Stock outstanding immediately after such event paid as a dividend and the denominator of which is the number of shares recipient’s aggregate holdings of Common Stock as of that were outstanding immediately prior to such event. (2) The Company shall declare a dividend or distribution on the Series A Preferred Shares as provided in subparagraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior after giving effect to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofdividend.

Dividend Rights. (1) Subject Holders of Series J Preferred, in preference to the rights of holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares shall or Common Stock, will be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when and as declared by the Board of Directors, but only out of funds that are legally available therefor, cash dividends at the rate of 10% of the Original Issue Price (as defined below) per annum on each outstanding share of Series J Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). The Original Issue Price of the Series J Preferred will be $1.10. Such dividends will be payable only when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventnon- cumulative. (2) The So long as any shares of Series J Preferred are outstanding, no dividend, whether in cash or property, will be paid or declared, nor will any other distribution be made, on any Series Preferred or Common Stock, nor will any shares of any Series Preferred or Common Stock be purchased, redeemed or otherwise acquired for value by the Company shall declare a dividend or distribution until all dividends on the Series A J Preferred Shares as provided set forth in subparagraph (1Section 4.3(b)(1) above immediately after it declares a have been paid or declared and set apart. In addition, in the event dividends are paid on any share of Series Preferred or Common Stock, an additional dividend or distribution will be paid with respect to all outstanding shares of Series J Preferred in an amount equal per share (on the an as- if-converted to Common Stock basis) to the amount paid or set aside for each such share (other than on an as if-converted to Common Stock basis). The provisions of this Section 4.3(b)(2) will not apply to (A) a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during or (B) any repurchase of any outstanding securities of the period between any Quarterly Dividend Payment Date and Company that is unanimously approved by the next subsequent Quarterly Dividend Payment Date, a dividend Board of $1.00 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment DateDirectors. (3) Dividends shall begin to accrue and be cumulative Whenever the Company declares a dividend on outstanding Series A Preferred Shares from its Common Stock, the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares will be entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than equal per share (on an as-if converted to Common Stock basis) to the total amount paid or set aside for each share of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstandingCommon Stock. The provisions of this Section 4.3(b)(3) will not apply to (A) a dividend payable in Common Stock or (B) any repurchase of any outstanding securities of the Company that is unanimously approved by the Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereofDirectors.