Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (a) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company), the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C Preferred (the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, other than a dividend payable in shares of 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 Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C Preferred. In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence 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 event. (b) The Company will declare a dividend on the Series C Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the shares of Series C J Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredJ Preferred Stock, in preference to the holders of the Common Stockcommon stock, par value $0.0001 0.001 per share share, of the Company (the “Common Stock”), of the Company, ) and of any other stock of the Company ranking junior stockto the Series J Preferred Stock, will shall be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available for the purposepayment of dividends, quarterly dividends payable in cash (except as otherwise provided below) on the last day of each fiscal quarter of the Company in each year, or such other dates as are from time to time established for the payment of dividends on the Common Stock Board shall approve (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 C J Preferred Stock (the “First Dividend Payment Issue Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 10,000 times the aggregate per share amount of all cash dividends, and 1,000 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of the 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 first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredJ Preferred Stock. In the event that the Company shall at any time after the Issue Date (iA) declares a declare and pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (ivB) issues any shares of its capital stock in effect a reclassification subdivision or combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C J Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Company shall at any time declare or pay any dividend on the Series J Preferred Stock payable in shares of Series J Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series J Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series J Preferred Stock) into a greater or lesser number of shares of Series J Preferred Stock, then in each such case the amount to which holders of shares of Series J Preferred Stock were entitled immediately prior to such event under clause (ii) of the first sentence of this Section 2(a) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series J Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series J Preferred Stock outstanding immediately after such event. (b) The Company will shall declare a dividend or distribution on the Series C J Preferred Stock as provided in the immediately preceding paragraph (a) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each ; and the Company shall pay such dividend or distribution on the Series C J Preferred will be payable immediately prior to Stock before the time at which the related dividend or distribution declared on the Common Stock is paid or set apart; 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 J Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative, whether or not declared, on outstanding shares of the Series C J Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C J Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C J Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C J Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 sixty (60) calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or other class of capital stock of the Corporation ranking prior and superior to the shares of Series C Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will Preferred Stock shall be entitled to receive, when, as as, and if declared by the Board of Directors, out of funds the assets of the Corporation legally available for the purposetherefor, quarterly dividends payable in cash (except as otherwise provided below) on the last day of each fiscal quarter in each year, or such other dates as are from time to time established for the payment Corporation's Board of dividends on the Common Stock Directors shall approve (each such date being referred to herein in this Designation as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of the Series C Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or 0.01 and (ii) subject the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series C Preferred Stock a dividend or distribution in like kind equal to the provision for adjustment hereinafter set forthFormula Number then in effect times such dividend or distribution on each share of Common Stock. As used in this Certificate of Amendment and in the Rights Agreement, 1,000 times the aggregate per share amount of all cash dividends"Formula Number" shall be 100; provided, and 1,000 times however, that if at any time after August 8, 2007 the aggregate per share amount Corporation shall (payable in kindi) of all non-cash dividends, other than a declare or pay any dividend on the Common Stock payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared make any distribution on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C Preferred. In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock, or (iii) combines combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)Stock, then, then in each such case and regardless of whether any shares of event the Series C Preferred are then issued or outstanding, Formula Number shall be adjusted to a number determined by multiplying the amount to which the holders of shares of the Series C Preferred would otherwise be entitled Formula Number in effect immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that if at any time after August 8, 2007 the Corporation shall issue any shares of its capital stock in a merger, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change. (b) The Company will Corporation shall declare a dividend or distribution on the Series C Preferred Stock as provided in Section 2(a) immediately prior to or at the immediately preceding paragraph immediately after same time it declares a dividend or distribution on the Common Stock (other than a dividend payable or distribution solely in shares of Common Stock). Each such ; provided, however, that in the event no dividend or distribution (other than a dividend or distribution in shares of Common Stock) 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 $0.01 per share on the Series C Preferred will Stock shall nevertheless be payable immediately prior on such subsequent Quarterly Dividend Payment Date. The Corporation's Board of Directors may fix a record date for the determination of holders of shares of Series C Preferred Stock entitled to receive a dividend or distribution declared thereon, which record date shall be the time at which same as the related record date for any corresponding dividend or distribution on the Common Stock is payableand which shall not be more than 60 days prior to the date fixed for payment thereof. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C Preferred Stock from and after the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of original issue of such shares is prior to the record date for the First Dividend Payment Dateof Series C Preferred Stock; provided, in which case however, that dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date that are originally issued after the record date for the determination of the holders of shares of the Series C Preferred Stock entitled to receive a quarterly dividend on or prior to the next succeeding Quarterly Dividend Payment Date shall begin to accrue and before be cumulative from and after such Quarterly Dividend Payment Date. Notwithstanding the foregoing, in either dividends on shares of which events such dividends will accrue from such Series C Preferred Stock that are originally issued prior to the record date for the determination of holders of shares of Series C Preferred Stock entitled to receive a quarterly dividend on or prior to the first Quarterly Dividend Payment DateDate shall be calculated as if cumulative from and after the last day of the fiscal quarter (or such other Quarterly Dividend Payment Date as the Corporation's Board of Directors shall approve) next preceding the date of original issuance of such shares. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. . (d) So long as any shares of Series C Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be declared on the Series C Preferred Stock shall have been declared. (e) The Board may fix a record date for the determination of the holders of shares of the Series C Preferred Stock shall not be entitled to receive payment any dividends or other distributions except as provided in this Certificate of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereofAmendment.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series C B Participating Cumulative Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredB Participating Cumulative Preferred Stock, in preference to the holders shares of the Common Stock, par value $0.0001 1 per share (the “Common Stock”)share, of the CompanyCompany (the "Common Stock"), and of any other stock of the Company junior stockto the Series B Participating Cumulative Preferred Stock with respect to dividends, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock March 15, June 15, September 15 and December 15 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 the Series C B Participating Cumulative Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of 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 Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredB Participating Cumulative Preferred Stock. In the event that the Company shall at any time after March 12, 1999 (the "Rights Declaration Date") (i) declares a declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C B Participating Cumulative Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Subject to the provisions of paragraph 17 of Section B of this Article Fourth, the Company will shall declare a dividend or distribution on the Series C B Participating Cumulative Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring 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 B Participating Cumulative Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C B Participating Cumulative Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series B Participating Cumulative Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C B Participating Cumulative Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C B Participating Cumulative Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C B Participating Cumulative Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock preferred shares or other class of shares not by its terms ranking prior to the on a parity with, or junior to, this Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the this Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purposeDirectors, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the this Series C Preferred (the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject an amount per share equal to the provision for adjustment Formula Number (as hereinafter set forth, 1,000 defined) then in effect times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), dividends declared on the Common Stock A Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share of this Series. In addition, if the Company shall pay any dividend or fraction make any distribution on the A Shares payable in assets, securities or other forms of a noncash consideration (other than dividends or distributions solely in A Shares) then, in each such case, the Company shall simultaneously pay or make on each outstanding share of this Series a dividend or distribution in like kind of the Series C PreferredFormula Number then in effect times such dividend or distribution on each A Share. In As used herein, the event "Formula Number" shall be 100; PROVIDED, HOWEVER, that the Company if at any time the Company shall (i) declares a declare or pay any dividend on the outstanding shares of Common Stock Voting Shares payable in shares of Common StockVoting Shares or make any distribution on the Voting Shares in Voting Shares, (ii) subdivides subdivide (by a stock split or otherwise) the outstanding shares Voting Shares into a larger number of Common Stock, Voting Shares or (iii) combines combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Voting Shares into a smaller number of sharesVoting Shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of event the Series C Preferred are then issued or outstanding, Formula Number shall be adjusted to a number determined by multiplying the amount to which the holders of shares of the Series C Preferred would otherwise be entitled Formula Number in effect immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the aggregate number of shares of Common Stock Voting Shares that are outstanding immediately after such event, event and the denominator of which is the aggregate number of shares of Common Stock Voting Shares that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and PROVIDED FURTHER, that if at any time the Company shall issue any shares of its capital stock in a reclassification or change of the outstanding Voting Shares (including any such reclassification or change in connection with a merger in which the Company is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such reclassification or change. (b) The Company will shall declare a dividend or distribution on the shares of this Series C Preferred as provided in paragraph (a) above immediately prior to or at the immediately preceding paragraph immediately after same time it declares a dividend or distribution on the Common Stock A Shares (other than a dividend or distribution in A Shares), PROVIDED, HOWEVER, that, in the event no dividend or distribution (other than a dividend or distribution in A Shares) shall have been declared on the A Shares 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 this Series shall nevertheless be payable in on such subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a record date for the determination of holders of shares of Common Stock). Each such this Series entitled to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding dividend or distribution on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payableA Shares. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of this Series from and after the Series C Preferred from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of original issue of such shares is prior to the record date for the First Dividend Payment Dateof this Series; PROVIDED, in which case HOWEVER, that dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date which are originally issued after the record date for the determination of the holders of shares of the this Series C Preferred entitled to receive a quarterly dividend and before on or prior to the next succeeding Quarterly Dividend Payment Date shall begin to accrue and be cumulative from and after such Quarterly Dividend Payment Date. Notwithstanding the foregoing, in either dividends on shares of this Series which events such dividends will accrue from such are originally issued prior to the record date for the first Quarterly Dividend Payment Dateshall be calculated as if cumulative from and after the March 1, June 1, September 1 or December 1, as the case may be, next preceding the date of original issuance of such shares. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of this Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. . (d) The Board may fix a record date for the determination holders of the holders of shares of the this Series C Preferred shall not be entitled to receive payment of a dividend any dividends or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereofother distributions except as provided herein.

Dividends and Distributions. (ai) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), shares of the Company, common stock and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision provisions for adjustment hereinafter set forth, 1,000 10,000 times the aggregate per share amount of all cash dividends, and 1,000 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock 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 Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C Preferred. In the event that the Company at any time outstanding (i) declares a declare or pay any dividend on the outstanding shares of Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock common stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of common stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of common stock, then, then in each such case and regardless of whether any shares the Dividend Multiple thereafter applicable to the determination of the Series C Preferred are then issued or outstanding, the amount to of dividends which the holders of shares of the Series C A Preferred would otherwise Stock shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event. (bii) The Company will Notwithstanding anything else contained in this paragraph (A), the Corporation shall, out of funds legally available for that purpose, declare a dividend or distribution on the Series C A Preferred Stock as provided in the immediately preceding this paragraph (A) immediately after it declares a dividend or distribution on the Common Stock common stock (other than a dividend payable in shares of Common Stockcommon stock). Each such ; 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 C A Preferred will Stock shall nevertheless be payable immediately prior to the time at which the related dividend on the Common Stock is payablesuch subsequent Quarterly Dividend Payment Date. (cB) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 in accordance with applicable law a record date for the determination of the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar such number of days prior to the date fixed for the payment thereofthereof as may be allowed by applicable law.

Dividends and Distributions. If Wabtec shall declare or make any dividend or distribution on the common stock of Wabtec, par value $0.01 per share (athe “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) Subject of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the rights quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the holders Wabtec Common Stock or any issuance of any Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of Preferred Stock ranking prior to the Series C Preferred equity securities of Wabtec with respect to dividends all rights upon a liquidation, dissolution or winding up (including, but not limited to, a “Liquidation”). Liquidation Preference In the 10.0% Series A Cumulative Perpetual Preferred Stock event of the Company)a Liquidation of Wabtec, the holders of shares the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Series C Preferred, Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, par value $0.0001 per share except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the “Common Stock”)rights, preferences, privileges or powers of the CompanyWabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, and preferences, privileges or powers of any other junior stockthe Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be entitled to receivetransferrable, when, as and if declared by the Board out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C Preferred (the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter requirements and restrictions set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, other than a dividend payable in shares of 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 Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C Preferred. In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence 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 event. (b) The Company will declare a dividend on the Series C Preferred as provided forth in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payableShareholders Agreement. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 1st day of March, June, September and 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 fractional share of a share of the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or and (iib) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company corporation shall at any time after July 15, 1997 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will corporation shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring 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 Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall being to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)provisions for adjustment hereinafter set forth, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will G Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for ratably with the payment holders of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share other junior securities of the Series C Preferred Company, (the “First Dividend Payment Date”), i) cash dividends in an amount per share (rounded to the nearest cent) equal to the greater of one hundred (i100) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividendsdividends declared or paid on the Company's Common Stock, and 1,000 times the aggregate par value $0.001 per share amount (payable in kind) of all non-cash dividendsthe "Common Stock"). In the event the Company shall, other than a dividend payable in shares of at any time after 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 Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of Series G Junior Preferred Stock, make any distribution on the shares of Common Stock of the Company, whether by way of a dividend or a reclassification of stock, a recapitalization, reorganization or partial liquidation of the Company or otherwise, which is payable in cash or any debt security, debt instrument, real or personal property or any other property (other than cash dividends subject to the immediately preceding sentence, a distribution of shares of Common Stock or other capital stock of the Company or a distribution of rights or warrants to acquire any such share, including any debt security convertible into or exchangeable for any such share, at a price less than the Fair Market Value (as hereinafter defined) of such share), then, and in each such event, the Company shall simultaneously pay on each then outstanding share of Series G Junior Preferred Stock of the Company a distribution, in like kind, of one hundred (100) times such distribution paid on a share of Common Stock (subject to the provisions for adjustment hereinafter set forth). The dividends and distributions on the Series C Preferred. G Junior Preferred Stock to which holders thereof are entitled pursuant to clause (i) of the first sentence of this paragraph and pursuant to the second sentence of this paragraph are hereinafter referred to as "Dividends" and the multiple of such cash and non-cash dividends on the Common Stock applicable to the determination of the Dividends, which shall be one hundred (100) initially but shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event that the Company shall at any time (i) declares a after November 9, 2001 declare or pay any dividend or make any distribution on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares or effect a subdivision or split or a combination, consolidation or reverse split of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller greater or lesser number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)Stock, then, then in each such case and regardless of whether any shares the Dividend Multiple thereafter applicable to the determination of the Series C Preferred are then issued or outstanding, the amount to of Dividends which the holders of shares of the Series C G Junior Preferred would otherwise Stock shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount multiplied by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will shall declare a dividend on each Dividend at the Series C Preferred as provided in the immediately preceding paragraph immediately after same time it declares a any cash or non-cash dividend or distribution on the Common Stock (other than in respect of which a Dividend is required to be paid. No cash or non-cash dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution on the Common Stock in respect of which a Dividend is payable. (c) Dividends will accrue required to be paid shall be paid or set aside for payment on outstanding shares of the Series C Preferred from the Common Stock unless a Dividend Payment Date next preceding the date of issue in respect of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereonon the Common Stock shall be simultaneously paid, which record date will be not more than 60 calendar days prior to or set aside for payment, on the date fixed for the payment thereofSeries G Junior Preferred Stock.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series B Junior Participating Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredB Junior Participating Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), shares of any class or series of stock of the CompanyCorporation ranking junior to the Series B Junior Participating Preferred Stock in respect thereof, and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 15th day of March, June, September and 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 the Series C B Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or 10.00 and (iib) subject to the provision for adjustment hereinafter set forth, 1,000 sum of (1) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and 1,000 plus (2) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock Stock”), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), in each case declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredB Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 1,000. In the event that the Company Corporation shall at any time after April 5, 2024 (i) declares a declare and pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled Adjustment Number in effect immediately prior to such event under clause (ii) of the preceding sentence will shall be adjusted by multiplying such amount Adjustment Number by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C B Junior Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series B Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, ; in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C B Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series C A Preferred Shares with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Preferred Shares shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first business day of January, April, July and 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 the Series C A Preferred (the “First Dividend Payment Date”)Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares, par value $.01 per share, of the Corporation (the “Common Shares”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Shares. In the event that the Company Corporation shall at any time after March 16, 2009 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock Shares payable in shares of Common StockShares, (ii) subdivides subdivide the outstanding shares of Common StockShares, or (iii) combines combine the outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Shares were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Preferred Shares as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock Shares (other than a dividend payable in Common Shares); provided, however, that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior rights of the holders of any shares of Common Stock). Each such any series of Preferred Shares ranking prior to and superior to the Series A Preferred Shares with respect to dividends, a dividend of $1.00 per share on the Series C A Preferred will Shares shall nevertheless be payable immediately prior to the time at which the related dividend on the Common Stock is payablesuch subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesSeries A Preferred Shares, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series C F Junior Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredF Junior Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 .10 per share (the “"Common Stock”"), of the CompanyCorporation, and of any other class of stock ranking junior stockto the Series F Junior Preferred Stock with respect to the payment of dividends, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of January, April, July and 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 the Series C F Junior Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 1 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividendsdividends or other distributions, other than a dividend payable in shares of 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 first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredF Junior Preferred Stock. In the event that the Company Corporation shall at any time (i) declares a declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C F Junior Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C F Junior Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series F Junior Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C F Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C F Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C F Junior Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C F Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 .10 per share (the “Common Stock”)share, of the Company, Company (the "Common Stock") and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of January, April, July, and October in each year (each such date being referred to herein as a “"Dividend Payment Date”"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 10 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 1000 times the aggregate per share amount of all cash dividends, and 1,000 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Stock. In the event that the Company shall at any time (i) declares a after September 26, 1996 declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will shall declare a dividend or distribution on the Series C A Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of $10 per share on the Series A Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative, whether or not earned or declared, on outstanding shares of the Series C A Preferred Stock from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 1st day of March, June, September and 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 0.10 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock of the Corporation since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company Corporation shall at any time after [—], 2013 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.10 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Common Corporation ranking junior to the Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 10 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and 1,000 the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.001 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 100. In the event that the Company Corporation shall at any time after September 18, 1997 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled Adjustment Number in effect immediately prior to such event under clause (ii) of the preceding sentence will shall be adjusted by multiplying such amount Adjustment Number by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will declare a dividend on the Series C Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series C A Participating Cumulative Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Participating Cumulative Preferred Stock, in preference to the holders shares of the Common Stock, par value $0.0001 6 per share (the “Common Stock”)share, of the Company, Corporation (the "Common Stock") and of any other stock of the Corporation junior stockto the Series A Participating Cumulative Preferred Stock with respect to dividends, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock March 15, June 15, September 15 and December 31 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 the Series C A Participating Cumulative Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or of otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Participating Cumulative Preferred Stock. In the event that the Company at any time event (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Participating Cumulative Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Participating Cumulative Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring 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 Participating Cumulative Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Participating Cumulative Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Participating Cumulative Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred or (ii) such shares, 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 the Series C A Participating Cumulative Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Participating Cumulative Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Participating Cumulative Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 50 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, A Participating Preferred Stock in preference to the holders of the shares of Common Stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company, Corporation and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the Series C A Participating Preferred (the “First Dividend Payment Date”), Stock in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 50.00, or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 one hundred (100) times the aggregate per share amount of all cash dividends, and 1,000 one hundred (100) times the aggregate per share amount (payable in kind) of all non-–cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Participating Preferred Stock. In the event that the Company Corporation shall at any time after the close of business on May 20, 2002 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, by reclassification or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)otherwise, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $50.00 per share on the Series A Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, shares of Series A Participating Preferred Stock unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, Date in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or any other shares of preferred stock of the Corporation ranking prior and superior to the shares of Series C B Preferred Stock with respect to dividends dividends, each holder of one one-thousandth (including, but not limited to, the 10.0% 1/1000) of a share (a "Unit") of Series A Cumulative Perpetual B Preferred Stock of the Company), the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, (i) dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for when and if declared by the payment Board of dividends on Directors of the Corporation in respect of the Common Stock (each such date being referred to herein as a “"Dividend Payment Date”), ") commencing on the first Dividend Payment Date after the first issuance of a share or fraction such Unit of a share of the Series C B Preferred (the “First Dividend Payment Date”)Stock, in an amount per share Unit (rounded to the nearest cent) equal to, subject to the greater provision for adjustment hereinafter set forth, the aggregate per share amount of (i) $1.00 or all cash dividends declared on shares of the Common Stock since the immediately preceding Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first issuance of a Unit of Series B Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times distributions (payable in kind) on each Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount noncash dividends or other distributions (payable in kind) of all non-cash dividends, other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (Stock, by reclassification or otherwise), ) declared on the shares of Common Stock since the immediately preceding Dividend Payment Date orDate, or with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction a Unit of a share of the Series C PreferredB Preferred Stock. In the event that the Company Corporation shall at any time after October 30, 1996 (the "Rights Declaration Date"), (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the subdivide outstanding shares of Common Stock, Stock or (iii) combines the combine outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders holder of shares a Unit of the Series C B Preferred would otherwise be Stock was entitled immediately prior to such event under clause (ii) of pursuant to the next preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event, event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Units of Series C B Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 1st day of March, June, September and 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 0.10 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the Corporation since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company Corporation shall at any time after March 2, 2011 (ithe “Rights Declaration Date”) declares a (A) declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (iiB) subdivides subdivide the outstanding shares of Common Stock, or (iiiC) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will Corporation shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph Section 2(a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.10 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment holders of dividends record on the Common Stock last business day of March, June, September and 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 the Series C A Junior Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or and (iib) subject to the provision for adjustment hereinafter set forth, 1,000 1000 times the aggregate per share amount of all cash dividends, and 1,000 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.75 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. If the Series C Preferred. In the event that the Company Corporation shall at any time following February 5, 1996 (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Junior Preferred Stock as provided in paragraph (A) above at the immediately preceding paragraph immediately after time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) No dividend or distribution (other than a dividend payable in shares of Common Stock) shall be paid or payable to the holders of shares of Common Stock unless, prior thereto, all accrued but unpaid dividends to the date of such dividend or distribution shall have been paid to the holders of shares of Series A Junior Preferred Stock. (D) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series C A Junior Participating Preferred Shares with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, A Junior Participating Preferred Shares in preference to the holders of the Common Stockcommon shares, par value $0.0001 US$.01 per share (the “Common Stock”)share, of the CompanyCompany (the "Common Shares"), and of any other junior stock, will shares shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, including capital surplus, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 US$20.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 200 times the aggregate per share amount of all cash dividends, and 1,000 200 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Shares. In the event that the Company shall at any time (i) declares a declare any dividend on the outstanding shares of Common Stock Shares payable in shares of Common StockShares, (ii) subdivides subdivide the outstanding shares of Common StockShares, (iii) combines combine the outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues issue any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)Shares, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Shares were entitled immediately prior to such event under clause (iia) and clause (b) of the preceding sentence will shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event. (b2) The Company will shall declare a dividend or distribution on the Series C A Junior Participating Preferred Shares as provided in the immediately preceding paragraph (1) above immediately after it declares a dividend or distribution on the Common Stock Shares (other than a dividend payable in shares of Common StockShares). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableShares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of US$20.00 per Series A Junior Participating Preferred Share shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c3) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, shares unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled to receive, when, if and as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 0.01 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.50, of the Company (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company shall at any time after February 23, 1997 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series C Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredPreferred Stock, in preference to the holders of the Common Stock, par value $0.0001 .0l per share (the “"Common Stock”"), of the Company, Company and of any other stock of the Company ranking junior stockto the Series C Preferred Stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C Preferred (the “First Dividend Payment Date”)and other distributions, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) to, subject to the provision for adjustment hereinafter set forth, 1,000 1000 times the aggregate per share amount of all cash dividends, and 1,000 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of Common Stock, declared on the Common Stock since the immediately preceding dividend or distribution declared on the Series C Preferred Stock. In the event the Company shall at any time after *, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction otherwise than by payment of a share of the Series C Preferred. In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding into a greater or lesser number of shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount per share to which the holders of shares of the Series C Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will shall declare a dividend or distribution on the Series C Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or any other shares of preferred stock of the Corporation ranking prior and superior to the shares of Series C A Preferred Stock with respect to dividends dividends, each holder of one one-thousandth (including, but not limited to, the 10.0% 1/1000) of a share (a "Unit") of Series A Cumulative Perpetual Preferred Stock of the Company), the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, (i) dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for when and if declared by the payment Board of dividends on Directors of the Common Stock Corporation in respect of the common stock (each such date being referred to herein as a “"Dividend Payment Date”), ") commencing on the first Dividend Payment Date after the first issuance of a share or fraction such Unit of a share of the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share Unit (rounded to the nearest cent) equal to, subject to the greater provision for adjustment hereinafter set forth, the aggregate per share amount of (i) $1.00 or all cash dividends declared on shares of the common stock since the immediately preceding Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first issuance of a Unit of Series A Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times distributions (payable in kind) on each Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount noncash dividends or other distributions (payable in kind) of all non-cash dividends, other than a dividend payable in shares of the Common Stock common stock or a subdivision of the outstanding shares of Common Stock (common stock, by reclassification or otherwise), ) declared on the Common Stock shares of common stock since the immediately preceding Dividend Payment Date orDate, or with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction a Unit of a share of the Series C PreferredA Preferred Stock. In the event that the Company Corporation shall at any time after May 1, 1996 (the "Rights Declaration Date"), (i) declares a declare any dividend on the outstanding shares of Common Stock common stock payable in shares of Common Stockcommon stock, (ii) subdivides the subdivide outstanding shares of Common Stock, common stock or (iii) combines the combine outstanding shares of Common Stock common stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders holder of shares a Unit of the Series C A Preferred would otherwise be Stock was entitled immediately prior to such event under clause (ii) of pursuant to the next preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock common stock that are outstanding immediately after such event, event and the denominator of which is shall be the number of shares of Common Stock common stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Units of Series C A Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock shares of common stock (other than a dividend payable in shares of Common Stockcommon stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of March, June, September and December in each year (each such date being referred to herein as a “Dividend Payment Date”"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 C A Preferred (the “First Dividend Payment Date”)Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) ), subject to the provision for adjustment hereinafter set forth, 1,000 equal to 1000 times the aggregate per share amount of all cash dividends, and 1,000 1000 times the aggregate per share amount (payable in kind) of all non-cash dividendsdividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the Common Stock "COMMON STOCK"), of the Corporation 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 first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Stock. In the event that the Company Corporation shall at any time (i) declares a declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) Dividends will due pursuant to paragraph (A) of this Section shall begin to accrue and be cumulative on outstanding shares of the Series C A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of March, June , September and 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 the Series C A Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Participating Preferred Stock. In the event that the Company Corporation shall at any time after December 15, 2006 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine or consolidate the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C H Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C H Preferred, in preference to the holders of the shares of Common Stock, par value $0.0001 .001 per share (the “Common Stock”)share, of the Company, Corporation ("Common Stock") and of any other junior stock, will shall be entitled 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 30th day of each of April, July, October and January in each year (except as otherwise provided belowor, in each case, if not a date on which the Corporation is open for business, the next succeeding business day) or such earlier date in any such month on such dates as are from time to time established for the payment of which dividends on the Common Stock are payable (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 C Preferred (the “First Dividend Payment Date”)H Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 2.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 400 times the aggregate per share amount of all cash dividends, and 1,000 400 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C H Preferred. In the event that the Company Corporation shall at any time after July 10, 1998 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C H Preferred would otherwise be were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will Corporation shall declare a dividend or distribution on the Series C H Preferred as provided in the immediately preceding paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per share on the Series H Preferred shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C H Preferred from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series H Preferred, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C H Preferred entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, Date in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C H Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C H Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Junior Participating Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), shares of any class or series of stock of the CompanyCorporation ranking junior to the Series A Junior Participating Preferred Stock in respect thereof, and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 15th day of March, June, September and 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater sum of (i1) $1.00 or the Adjustment Number (iias defined below) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 plus (2) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock Stock”), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), in each case declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 1,000. In the event that the Company Corporation shall at any time after March 10, 2023 (i) declares a declare and pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled Adjustment Number in effect immediately prior to such event under clause (ii) of the preceding sentence will shall be adjusted by multiplying such amount Adjustment Number by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will declare a dividend on the Series C Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, A Participating Preferred Stock in preference to the holders of the shares of Common Stock, no par value $0.0001 per share (the “"Common Stock”"), of the Company, Corporation and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the Series C A Participating Preferred (the “First Dividend Payment Date”), Stock in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 25.00, or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of 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 Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C Preferred. In the event that the Company at any time in (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, by reclassification or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)otherwise, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bA) The Company will Corporation shall declare a dividend or distribution on the Series C A Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on the Series A Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cB) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, shares of Series A Participating Preferred Stock unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, Date in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar thirty (30) days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last business day of March, June, September and 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 the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to 10,000 times the greater aggregate per share amount of all cash dividends (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends), and 1,000 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, no par value, of the Corporation (the "Common Stock Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Stock. In the event that the Company Corporation shall at any time following December 1, 1999 (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, Stock or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence will shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will Corporation shall declare a dividend or distribution on the Series C A Preferred Stock as provided in paragraph (A) above at the immediately preceding paragraph immediately after time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) No dividend or distribution (other than a dividend payable in shares of Common Stock) shall be paid or payable to the holders of shares of Common Stock unless, prior thereto, all accrued but unpaid dividends to the date of such dividend or distribution shall have been paid to the holders of shares of Series A Preferred Stock. (d) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 30 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the Series C Junior Participating Preferred Shares with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Companyif any), the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will Junior Participating Preferred Shares shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 15th day of March, June, September and 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 Junior Participating Preferred Share or fraction of a share of the Series C Preferred (the “First Dividend Payment Date”)thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (iX) $1.00 5 or (iiY) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividendsnoncash dividends or other distributions, other than a dividend payable in common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Stock Shares") or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share Junior Participating Preferred Share or fraction of a share of the Series C Preferredthereof. In the event that the Company Trust shall at any time after May 20, 1997 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock Shares payable in shares of Common StockShares, (ii) subdivides subdivide the outstanding shares of Common Stock, Shares or (iii) combines combine the outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Junior Participating Preferred would otherwise be Shares were entitled immediately prior to such event under clause (iiY) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event. (b) The Company will Board shall declare a dividend or distribution on the Series C Junior Participating Preferred Shares as provided in the immediately preceding paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock Shares (other than a dividend payable in shares of Common StockShares). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableShares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $5 per share on the Junior Participating Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, Junior Participating Preferred Shares unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C Junior Participating Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not less than 10 and not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company), the The holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of PharmAthene, Inc., a Delaware corporation (the “Company”), out of funds legally available for the purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of March, June, September 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.0001 per share, of the Company (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company shall at any time after December 9, 2015 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will shall declare a dividend or distribution on the outstanding shares of Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring 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 outstanding shares of Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar thirty (30) days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company), the The holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of March, June, September and 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 the Series C Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.01 per share, of the Company (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredParticipating Preferred Stock. In the event that the Company shall at any time after June 29, 1999 (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) . The Company will shall declare a dividend or distribution on the Series C Participating Preferred Stock as provided in the immediately preceding paragraph Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; 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 C Participating Preferred will Stock shall nevertheless be payable immediately prior on such subsequent Quarterly Dividend Payment Date. Dividends shall accrue and be deemed to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue from day to day whether or not earned or declared and shall begin to accrue and be cumulative on outstanding shares of the Series C Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series C Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar 45 days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C F Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredF Junior Participating Preferred Stock, in preference to the holders of the Common Stock, $.01 par value $0.0001 per share (the “"Common Stock”"), of the Company------------ Corporation, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Corporation legally available for the purposepayment of dividends, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock March 31, June 30, September 30 and December 31 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 the Series C F Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividendsdividends or other distributions, other than a dividend payable in shares of 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 Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredF Junior Participating Preferred Stock. In the event that the Company Corporation shall at any time (i) declares a declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common StockStock or effect a subdivision, (ii) subdivides combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C F Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C F Junior Participating Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each ) and the Corporation shall pay such dividend or distribution on the Series C F Junior Participating Preferred will be payable immediately prior to Stock before the time at which the related dividend or distribution declared on the Common Stock is payablepaid or set apart; provided, however, 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 F Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C F Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series F Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C F Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C F Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-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 the holders of shares of the Series C F Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or any other shares of preferred stock of the Corporation ranking prior and superior to the shares of Series C A Preferred Stock with respect to dividends dividends, each holder of one one-thousandth (including, but not limited to, the 10.0% 1/1000) of a share (a "Unit") of Series A Cumulative Perpetual Preferred Stock of the Company), the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, (i) dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for when and if declared by the payment Board of dividends on Directors of the Corporation in respect of the Common Stock (each such date being referred to herein as a “"Dividend Payment Date”), ") commencing on the first Dividend Payment Date after the first issuance of a share or fraction such Unit of a share of the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share Unit (rounded to the nearest cent) equal to, subject to the greater provision for adjustment hereinafter set forth, the aggregate per share amount of (i) $1.00 or all cash dividends declared on shares of the Common Stock since the immediately preceding Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first issuance of a Unit of Series A Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times distributions (payable in kind) on each Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount noncash dividends or other distributions (payable in kind) of all non-cash dividends, other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (Stock, by reclassification or otherwise), ) declared on the Common Stock shares of common stock since the immediately preceding Dividend Payment Date orDate, or with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction a Unit of a share of the Series C PreferredA Preferred Stock. In the event that the Company Corporation shall at any time after October 30, 1996 (the "Rights Declaration Date"), (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stockcommon stock, (ii) subdivides the subdivide outstanding shares of Common Stock, Stock or (iii) combines the combine outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders holder of shares a Unit of the Series C A Preferred would otherwise be Stock was entitled immediately prior to such event under clause (ii) of pursuant to the next preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event, event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Units of Series C A Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (c) Dividends will accrue on outstanding shares of the Series C Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of the Series C Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, A Junior Participating Preferred Stock in preference to the holders of the shares of Common Stock, par value $0.0001 1.00 per share (the “"Common Stock”"), of the Company, Corporation and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on the last day of each fiscal quarter of the Corporation in each year or such other dates as are from time to time established for the payment Board of dividends on Directors of the Common Stock Corporation shall approve (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 C A Junior Participating Preferred (the “First Dividend Payment Date”), Stock in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 18.00 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 100 times the aggregate per share amount of all cash dividends, and 1,000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of 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 Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company Corporation shall at any time after November 24, 1995 (the "Rights Declaration Date") (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide (by a stock split or otherwise) the outstanding shares of Common Stock, or (iii) combines combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in paragraph (A) above at the immediately preceding paragraph immediately after time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $18.00 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (cC) So long as any shares of the Series A Junior Participating Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be declared on the Series A Junior Participating Preferred Stock shall have been declared. (D) The holders of the shares of the Series A Junior Participating Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided herein. (E) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, shares of Series A Junior Participating Preferred Stock unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, Date in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 .01 per share (the “Common Stock”)share, of the Company, Company (the "Common Stock") and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of January, April, July, and October in each year (each such date being referred to herein as a “"Dividend Payment Date”"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 10 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 1000 times the aggregate per share amount of all cash dividends, and 1,000 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Stock. In the event that the Company shall at any time (i) declares a after October 17, 1996 declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will shall declare a dividend or distribution on the Series C A Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of $10 per share on the Series A Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative, whether or not earned or declared, on outstanding shares of the Series C A Preferred Stock from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock, par value $.001 per share (the "Preferred Stock"), of the Company or Preferred Stock (or any similar stock) ranking prior and superior to the Series C E Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredE Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 .001 per share (the “"Common Stock”"), of the Company, and of any other junior stock, will shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock first day of January, April, July and 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 the Series C E Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 1 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividendsdividends or other distributions, other than a dividend payable in shares of 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 first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredE Preferred Stock. In the event that the Company shall at any time (i) declares a declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C E Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will declare a dividend on the Series C Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cB) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C E Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C E Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C E Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C E Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, Preferred Stock in preference to the holders of the Common Stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company, and of any other stock of the Corporation ranking junior stock, will to the Series C Preferred Stock with respect to dividends shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the that purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock 1st day of March, June, September and December (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 C Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 0.001 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 1,000 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredPreferred Stock. In the event that the Company Corporation shall at any time after May 12, 2009 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) The Company will Corporation shall declare a dividend or distribution on the Series C Preferred Stock as provided in the immediately preceding paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; 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 $0.001 per share on the Series C Preferred will Stock shall nevertheless be payable immediately prior to the time at which the related dividend on the Common Stock is payablesuch subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series C Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of the holders of shares of the Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar sixty (60) days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any similar stock) ranking prior and superior to the Series C A Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredA Preferred Stock, in preference to the holders of the Class A Common Stock, par value $0.0001 .01 per share (the “Common Stock”)share, of the Company, Company (the "Common Stock") and of any other stock of the Company ranking junior stockto the Series A Preferred Stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock last day of February, May, August, and November in each year (each such date being referred to herein as a “"Dividend Payment Date”"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of the Series C A Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 1 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Stock, declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First first Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Preferred Stock. In the event that the Company shall at any time (i) declares a after April 20, 1998, declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into or effect a smaller number of shares, subdivision or (iv) issues any shares of its capital stock in a reclassification combination or consolidation of the outstanding shares of Common Stock (including any such by reclassification or otherwise than by payment of a dividend in connection with shares of Common Stock) into a consolidation greater or merger in which the Company is the continuing or surviving corporation)lesser number of shares of Common Stock, then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will 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, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will shall declare a dividend or distribution on the Series C A Preferred Stock as provided in the immediately preceding paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such ; provided, that, in the event no dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Dividend Payment Date. (cC) Dividends will shall begin to accrue and be cumulative, whether or not earned or declared, on outstanding shares of the Series C A Preferred Stock from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First first Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C A Preferred Stock entitled to receive a quarterly dividend and before such Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not more than 60 calendar days prior to the date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C Preferred, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and of any other junior stock, will A Junior Participating Preferred Stock shall be entitled 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 (except as otherwise provided below) on such dates as are from time to time established for the payment August 31, November 30, February 28, and May 31 of dividends on the Common Stock 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 the Series C A Junior Participating Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $1.00 .01 or (iib) subject to the provision for adjustment hereinafter set forth, 1,000 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 1,000 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions other than a dividend payable in shares of the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series C PreferredA Junior Participating Preferred Stock. In the event that the Company Corporation shall at any time after May 12, 2003 (the “Rights Declaration Date”) (i) declares a declare any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides subdivide the outstanding shares of Common Stock, or (iii) combines combine the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless of whether any shares of the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C A Junior Participating Preferred would otherwise be Stock were entitled immediately prior to such event under clause (iib) of the preceding sentence will shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (bB) The Company will Corporation shall declare a dividend or distribution on the Series C A Junior Participating Preferred Stock as provided in the immediately preceding paragraph Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable. (cC) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such sharesshares of Series A Junior Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) 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 the Series C A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall be not no more than 60 calendar thirty (30) days prior to the date fixed for the payment thereof.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock ranking prior to the Series C Preferred with respect to dividends (including, but not limited to, the 10.0% Series A Cumulative Perpetual Preferred Stock of the Company)dividends, the holders of shares of the Series C PreferredR Preferred Stock, in preference to the holders of the Common Stock, par value $0.0001 per share (the “Common Stock”), shares of any class or series of stock of the CompanyCorporation ranking junior to the Series R Preferred Stock in respect thereof, and of any other junior stock, will shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable in cash (except as otherwise provided below) on such dates each year as are from time to time established for designated by the payment Board of dividends on the Common Stock Directors (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 any share or fraction of a share of the Series C R Preferred (the “First Dividend Payment Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or and (ii) subject to the provision for adjustment hereinafter set forth, 1,000 Multiplier Number times the aggregate per share amount of all cash dividends, dividends or other distributions and 1,000 the Multiplier Number times the aggregate per share amount (payable in kind) of all non-cash dividends, dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock Stock”) or (B) 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 Date, or, with respect to the First first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the Series C Preferred. In the event “Multiplier Number” shall be 1,000,000; provided that the Company if, at any time (i) declares a dividend on after June 9, 2009, there shall be any change in the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, then in each such case and regardless event the Board of whether any shares Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the Series C Preferred are then issued or outstanding, the amount to which the holders of shares of the Series C Preferred would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence 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 same economic position as prior to such event. (b) The Company will Corporation shall declare a dividend or distribution on the Series C R Preferred Stock as provided in the immediately preceding paragraph Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than a as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend payable in shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to the time at which the related dividend or distribution shall have been declared on the Common Stock is payableduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will shall begin to accrue and be cumulative on outstanding shares of the Series C R Preferred Stock from the Quarterly Dividend Payment Date next immediately preceding the date of issue issuance of such sharesshares of Series R Preferred Stock, unless (i) the date of issue issuance of such shares is prior to on or before the record date for the First first Quarterly Dividend Payment Date, in which case dividends on such shares will shall begin to accrue and be cumulative from the date of the first issuance issue of a share of the Series C Preferred such shares, or (ii) unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series C R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in either of which events such case dividends will shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will shall not bear interest. Dividends paid on the shares of Series C R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will 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 the holders of shares of the Series C R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will shall not be not more than 60 calendar days prior to the date fixed for the payment thereof.