Common use of Dividends Clause in Contracts

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivecumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends and shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, semiannually commencing on the fifteenth 180th day of October, January, April and July following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each of such dates date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the date of issuancepreceding Dividend Payment Date (or, and shall be pro-rated for the first such quarterly period if the same there is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateno preceding Dividend Payment Date, the average of Issue Date) and ending on the closing bid prices for day immediately prior to the Company’s common stock for the ten trading days immediately preceding the next Dividend Payment Date. Such Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”). Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends payable in respect of shares initially issued any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared Holder who is contractually obligated to appear and set apart for such shares before the Corporation makes vote in favor of any distribution (as hereinafter defined) to the holders proposal made at a meeting of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares stockholders of the CorporationCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the purchase or redemption Affiliates of either) fails so to appear and vote in favor. Any shares of issued to such Holders shall bear the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStockholder Approval Legend.

Dividends. (aA) The holders of shares of the outstanding Class A-1 Series A Preferred Stock are entitled to receive, when, as and if authorized by the Board (or a duly authorized committee thereof), out of funds of the Corporation legally available for the payment of dividends, cumulative preferential dividends at the rate of the Yield, payable only in additional shares of Series A Preferred Stock; provided, that (i) in the event of a Breach other than a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the dividend rate of the Series A Preferred Stock shall increase by an increment of 2% per annum (such increment payable solely in U.S. dollars), which amount shall compound quarterly and accrue on a daily basis during the period starting from the date of occurrence through and including the date that the Breach is cured or (ii) in the event of a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the holders of such remaining unredeemed shares of Series A Preferred Stock shall be entitled to receivethe Additional Payment. For the avoidance of doubt, out the holders of funds legally available therefore, cumulative dividends at the annual rate of 6Series A Preferred Stock shall be entitled only to a single 2% per annum dividend rate increase during the continuance of any one or more Breaches subject to clause (i) and the holders of the per share purchase price Series A Preferred Stock whose shares of Series A Preferred Stock were to be redeemed on the Redemption Date, but were not, shall be entitled to only a single Additional Payment during the continuance of a Breach subject to clause ($1.10ii). (B) of To the Class A-1 extent that dividends on the Series A Preferred Stock. Such Stock have not been declared and paid, such dividends shall be cumulative and compound quarterly at the Yield from the most recent date to which dividends have been paid, or if no dividends have been paid, from the Issue Date and shall be payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth day of October, JanuaryJanuary 15, April 15, July 15 and July October 15 of each year or, if any such date is not a Business Day, the next succeeding Business Day commencing [ ], 201[ ] (each of such dates being each, a “Dividend Payment Date”) commencing in the form of additional shares of Series A Preferred Stock, as calculated based on the date Liquidation Preference (other than amounts in respect of issuanceBreaches as described in Section 5(A), and which shall be propaid in U.S. dollars). Any dividend payable on the Series A Preferred Stock for any partial dividend period will be computed on the basis of a 360-rated for day year consisting of twelve 30-day months. Dividends will be payable to holders of the first such quarterly period if Series A Preferred Stock as they appear in the same is less than 91 (ninety-one) days. All shares stock records of common stock the Corporation at the close of business on the applicable record date, which shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in date set by the case of stock on a given dateBoard or, if not set, the average last day of the closing bid prices for the Company’s common stock for the ten trading days calendar month immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date. Such ”). (C) No dividends on shares of the Series A Preferred Stock shall accrue on each be authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation if such share commencing declaration or payment would be prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the date of issue, and shall Series A Preferred Stock will accrue from day to daydaily whether or not the Corporation has earnings, whether or not earned or declared. Such dividends shall be cumulative so that if there are funds legally available for the payment of such dividends in respect of any previous quarterly dividend period shall and whether or not have been paid on, the deficiency shall be fully paid on such dividends are declared or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockaside. Accrued but unpaid dividends shall on the Series A Preferred Stock will not bear interestinterest and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of the full cumulative and compounded dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable. (E) If, for any taxable year, the Corporation elects to designate as “Distributioncapital gain dividends” (as defined in this section 5 means Section 857 of the transfer Internal Revenue Code of cash 1986, as amended (the “Code”)) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or property without considerationmade available for the year to holders of all classes of stock (the “Total Dividends”), whether then the portion of the Capital Gains Amount that shall be allocable to the holders of the Series A Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series A Preferred Stock for the year bears to the Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any undistributed long-term capital gains of the Corporation that are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount that would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by way of the Corporation to its stockholders. (F) No dividends or other distributions (other than a dividend or otherwise (except a dividend distribution payable solely in shares of Junior Stock or cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on any Junior Stock, nor may any Junior Stock be redeemed, purchased or otherwise acquired for any consideration (other than repurchases pursuant to binding contractual commitments of Junior Stock held by employees, directors or consultants upon termination of their employment or services) by the Corporation) Corporation or the purchase or redemption on its behalf (except by conversion of shares of the Series A Preferred Stock into or exchange for shares of Junior Stock) unless dividends are simultaneously declared on the Series A Preferred Stock, and full Accrued Dividends and Accumulated Dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series A Preferred Stock for all dividend periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of shares of Common Stock or the declaration or payment of cash dividends on Common Stock solely to the extent necessary to preserve the Corporation’s qualification as a REIT. (G) The holders of the Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s default in payment of the dividend due on that Dividend Payment Date. A holder of Series A Preferred Stock on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation for cash or property (except for an exchange on the Series A Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysfor conversion.

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors either out of funds legally available therefore, cumulative dividends at therefor or through the annual rate issuance of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterlycommon stock, and the Company shall accrue, quarterly in arrears on the fifteenth day March 31, June 30, September 30, and December 31 of Octobereach year, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date earlier of issuanceDecember 31, 2008, or any Conversion Date (as defined below), cumulative dividends on the Preferred Stock at the rate per share (as a percentage of the Stated Value per share) equal to five percent (5%) per annum, payable in cash or shares of Common Stock (as defined in Section 7) at the option of the Holders. The Company may pay, at its option, accrued dividends at any time while the Preferred Stock remains outstanding. The Company shall pay all accrued and unpaid dividends within five (5) days following either (a) the conversion of any or all of the Preferred Stock or (b) the redemption by the Company of any or all of the remaining outstanding shares of Preferred Stock. The number of shares of Common Stock issuable as payment of dividends hereunder shall equal the aggregate dollar amount of dividends then being paid, divided by the Conversion Price (as defined in Section 5(c)) then in effect. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, shall accrue daily commencing the Issuance Date (as defined in Section 7), and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall deemed to accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declareddeclared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Such The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such Preferred Stock subsequent to the applicable record date but prior to the applicable dividend payment date. Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be cumulative so distributed ratably among the Holders of the Preferred Stock based upon the number of shares then held by each Holder in proportion to the total number of shares of Preferred Stock then outstanding. In order for the Holders to exercise the right to have dividends paid in cash on any Conversion Date, the Holders must indicate such intention in the Conversion Notice, which notice will remain in effect for subsequent Conversion Notices until rescinded by the Holder in a written notice to such effect that if is addressed to the Company. (b) Notwithstanding anything to the contrary contained herein, the Company may not issue shares of Common Stock in payment of dividends on the Preferred Stock (and must deliver cash in respect thereof) if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or held as treasury stock, is either insufficient to issue such dividends in shares of Common Stock or the Company has not duly reserved for issuance in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such dividends a sufficient number of shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock, (ii) such shares are not listed for trading on the Nasdaq SmallCap Market or the OTC Bulletin Board ("OTC BB")(and any other exchange, market or trading facility in which the Common Stock is then listed for trading). Accrued but unpaid Payment of dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of Common Stock is further subject to the Corporationprovisions of Section 5. (c) So long as any shares of Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of seventy five percent (75%) of the shares of Preferred Stock then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 7), nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption of shares of the Corporation for cash (through a sinking fund or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms otherwise) of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysJunior Securities.

Dividends. The Parent and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to the Parent to enable the Parent to, and the Parent may (a) The holders pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the outstanding Class A-1 Preferred Stock Parent’s board of directors) and (c) so long as no Default or Unmatured Default shall be entitled continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to receivethe Parent and the Parent may redeem, out repurchase, acquire or retire an amount of funds legally available thereforeits capital stock or warrants or options therefor, cumulative dividends or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the annual rate time of 6% per annum of making such Distribution the per share purchase price Leverage Ratio ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, calculated on a pro forma basis based on the fifteenth day of October, January, April Parent’s most recent financial statements delivered pursuant to Section 6.1 and July (each of such dates being a “Dividend Payment Date”) commencing on giving effect to any Permitted Acquisition since the date of issuancesuch financial statements, such Distribution and shall be pro-rated for any Indebtedness incurred in connection therewith, all in accordance with the first such quarterly period if the same terms of this Agreement) is less than 91 or equal to 2.75 to 1.00, on an unlimited basis, and (ninety-oneb) days. All shares of common stock shall be valued if at the Fair Market Value thereof. As used herein Fair Market Value shall mean in time of making such Distribution the case of stock Leverage Ratio (calculated on a given date, pro forma basis based on the average of the closing bid prices for the CompanyParent’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of issuesuch financial statements, such Distribution and shall accrue from day to dayany Indebtedness incurred in connection therewith, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends all in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to accordance with the terms of any employee incentive plan, agreement or arrangementthis Agreement) including any such transfer, purchase or redemption by a subsidiary of is greater than 2.75 to 1.00 in an amount not greater than the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysMaximum Payment Amount.

Dividends. (a) The holders Holders of the issued and outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, out of funds assets legally available thereforefor the payment of dividends, cumulative dividends at on the annual rate terms described below: (i) Holders of 6% per annum shares of Preferred Stock shall be entitled to participate equally and ratably with the per share purchase price holders of shares of Common Stock in all dividends paid on the shares of Common Stock ($1.10other than dividends paid in the form of Common Stock, Convertible Securities or Options) as if immediately prior to each Common Stock Dividend Record Date, all shares of Preferred Stock then outstanding were converted into shares of Common Stock (including any Excess Conversion Shares and disregarding for this purpose the Class A-1 Preferred last sentence of Section 6(a)(i)(B)). Dividends payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends are payable to holders of shares of Common Stock. Such , and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Preferred Stock. (ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and when declared by the Board of Directors, out of funds legally available therefor, on each Preferred Dividend Payment Date dividends on each outstanding share of Preferred Stock (the “Preferred Dividends”) at a rate per annum equal to the Dividend Rate as further specified in this Section 4(a)(ii) and in accordance with Section 4(a)(iii) below. Preferred Dividends on each share of Preferred Stock shall accrue and accumulate on a daily basis from the Issuance Date of such share, whether or not declared and whether or not the Corporation has funds legally available for the payment of such dividends, shall compound quarterly on each Preferred Dividend Payment Date (to the extent not paid on such Preferred Dividend Payment Date) and shall be payable quarterly in arrears, if, as and when so authorized and declared by the Board of Directors, on each Preferred Dividend Payment Date, commencing on the first Preferred Dividend Payment Date following the Issuance Date of such share. The amount of Preferred Dividends accruing with respect to any share of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount as of such day by (y) the actual number of days in the applicable Payment Period; provided that if, during any current Payment Period, Accrued Dividends are paid in respect of one or more prior Payment Periods, then after the date of such payment, the amount of Preferred Dividends accruing with respect to any share of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount (recalculated to take into account such payment of Accrued Dividends) by (y) the actual number of days in such current Payment Period. The amount of Preferred Dividends payable with respect to any share of Preferred Stock for any Payment Period shall equal the sum of the Preferred Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward). (iii) The Preferred Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Preferred Stock; provided that (A) Preferred Dividends paid on any date shall be paid by issuing fully paid and nonassessable shares of Preferred Stock to the extent payment in cash on such date would be prohibited under the terms, conditions or provisions of any of the Debt Financing Documents and (B) any Base Amount Accrued Dividends shall be paid by issuing fully paid and nonassessable shares of Preferred Stock; and provided further that, if the Corporation elects to pay any Preferred Dividends in shares of the Company’s Class A-1 Preferred Stock quarterlywith respect to any Payment Period, the Corporation shall make the same election with respect to all Preferred Dividends paid with respect to such Payment Period. If the Corporation pays any Preferred Dividend in shares of Preferred Stock, the number of shares of Preferred Stock to be paid in respect of such Preferred Dividend will be equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Preferred Dividend. (iv) Each Participating Dividend or Preferred Dividend shall be paid pro rata to the Holders of shares of Preferred Stock entitled thereto. Each Participating Dividend or Preferred Dividend shall be payable to the Holders of Preferred Stock as they appear on the fifteenth day Register at the close of October, January, April and July business on the record date designated by the Board of Directors for such dividends (each of such dates being date, a “Dividend Payment Record Date”), which (i) commencing on with respect to Participating Dividends, shall be the same day as the record date for the payment of issuancedividends to the holders of shares of Common Stock (the “Common Stock Dividend Record Date”), and (ii) with respect to Preferred Dividends, shall be pro-rated for the first such quarterly period if the same is not more than thirty (30) days nor less than 91 ten (ninety-one10) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the applicable Preferred Dividend Payment Date. Such dividends shall accrue on each such share commencing Notwithstanding the foregoing, but subject to the proviso in the first sentence of Section 4(a)(iii), the Base Amount Accrued Dividends may be declared and paid in cash or in shares of Preferred Stock at any time to Holders of record on the Dividend Payment Record Date therefor. (b) Upon the occurrence of a Triggering Event, the Dividend Rate shall increase by the Noncompliance Additional Rate from and including the date on which the Triggering Event shall occur and be continuing through but excluding the date on which all then occurring Triggering Events are no longer continuing. The Dividend Rate shall not be increased further pursuant to this Section 4(b) for a subsequent Triggering Event occurring while the Dividend Rate is already increased pursuant to this Section 4(b). (c) At any time during which a Triggering Event shall be occurring, without the consent of issuethe Holders representing at least a majority of the then-issued and outstanding shares of Preferred Stock, and shall accrue from day to day, whether or not earned or declared. Such no dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been declared or paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes payment, or other distributions declared or made, upon any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Junior Securities, nor shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationany Junior Securities be redeemed, whether by way of dividend purchased or otherwise acquired for any consideration (except nor shall any moneys be paid to or made available for a dividend in sinking fund for the redemption of any shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred Junior Securities) by the Corporation, whether directly or not pursuant indirectly (except, subject to a contract and in accordance with the provisions of an earlier date; provided that where a negotiable debt security is issued in Section 6 hereof, by conversion into or exchange for Junior Securities or the payment of cash in lieu of fractional shares in connection therewith). (d) Without the time consent of the distribution is Holders representing at least a majority of the date when then-issued and outstanding shares of Preferred Stock, the Corporation acquires shall not (i) declare, pay or set aside for payment any dividends or distributions upon any Junior Securities or (ii) repurchase, redeem or otherwise acquire any Junior Securities (other than repurchases of shares of Common Stock from employees, officers or directors of the shares Corporation in such exchange. The Board the ordinary course of Directors may fix business) for any consideration or pay any moneys or make available for a record date sinking fund for the determination redemption of holders any shares of Class A-1 such Junior Securities, unless, in each case, (A) immediately before and after the taking of such action, the fair value of the Corporation’s assets would exceed the sum of its debts (including for this purpose the aggregate Liquidation Preference and the aggregate Accrued Dividends of the Preferred Stock entitled Stock), (B) immediately after the taking of such action, the Corporation, in its good faith judgment, would be able to receive payment pay all of a dividend declared thereonits debts (including the aggregate Liquidation Preference and the aggregate Accrued Dividends of the Preferred Stock) as they are reasonably expected to come due and (C) such action is otherwise in compliance with applicable Law. (e) For the avoidance of doubt, which record date the consequences described in Sections 4(b), (c) and (d) above shall be no more than sixty constitute the sole and exclusive remedies of the Holders upon the occurrence of the Triggering Event described in clause (60vii) daysof the definition thereof.

Dividends. (a) The holders Subject to sub-clause (b) below, the Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that: (i) Subsidiaries of the outstanding Class A-1 Preferred Stock Parent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL International Ltd., NCL America Holdings, LLC or Arrasas Limited shall be entitled to receive, out received promptly by the Parent directly or indirectly by way of funds legally available therefore, cumulative dividends at Dividend; (ii) the annual rate of 6% per annum Parent may pay Dividends in respect of the per share purchase price ($1.10) tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Class A-1 Preferred Stock. Such dividends shall be payable in shares NCLC Group or holder of the CompanyParent’s Class A-1 Preferred Capital Stock quarterlywith respect to income taxable as a result of any member of the NCLC Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the NCLC Group; and (iii) at any time following the listing of the ordinary Capital Stock of the Parent (or parent company of the Parent) on an Approved Stock Exchange, the fifteenth day Parent may pay Dividends in an amount not to exceed 50% of October, January, April Consolidated Net Income of the Parent and July its Subsidiaries for the period (each of such dates being a “Dividend Payment Date”taken as one period) commencing on January 1, 2010 and ending on the date prior to such Dividend for which financial statements are available so long as (x) no Default or Event or Default exists or would result from such Dividend and (y) at the time of issuance, such Dividend and shall be pro-rated after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the first such quarterly period if four consecutive fiscal quarters last ended for which financial statements have been provided to the same Facility Agent pursuant to Section 9.01 is less than 91 5.50:1.00. (ninety-oneb) days. All shares of common stock The Parent shall be valued at not authorize, declare or pay any Dividends between April 1, 2020 and the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends latest Maturity Date in respect of the Deferred Loans, provided that any previous quarterly dividend period breach of this sub-clause shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders result in an Event of Common Stock. Accrued Default but unpaid dividends shall not bear interest. “Distribution” will instead result in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysmandatory prepayment event under Section 4.02(d).

Dividends. (a) The So long as any shares of Preferred Stock shall be outstanding, the holders of the outstanding Class A-1 such Preferred Stock shall be entitled to receive, receive out of any funds legally available thereforetherefor, cumulative preferential dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, Dividend Rate on the fifteenth day of OctoberLiquidation Preference hereunder, January, April and July (each of such dates being a “Dividend Payment Date”) commencing payable quarterly on the date last Business Day of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declaredcalendar quarter. Such dividends shall be cumulative so that if and begin to accrue from the Original Issue Date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. (b) The dividend will be payable (i) prior to the effective date of a Chapter 11 plan of reorganization with respect to the Company, in the form of additional shares of Preferred Stock having a Liquidation Preference equal to such dividend amount, or (ii) following the effective date of a Chapter 11 plan of reorganization with respect to the Company and at the Company's election, in cash or in shares of Common Stock having an Appraised Value equal to such cash dividend payment. (c) So long as any shares of Preferred Stock shall be outstanding, (i) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on account of any Common Stock until all dividends in respect of any previous quarterly the Preferred Stock for all past and current dividend period shall not periods have been paid onand all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid, the deficiency and (ii) no shares of Common Stock shall be fully paid on purchased, redeemed or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees Company and no funds shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof until all dividends in respect of the Preferred Stock for all past and current dividend periods have been paid and all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid. (d) Notwithstanding anything to the terms contrary contained herein, if, on any date, an Event of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend Default shall have occurred and be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationcontinuing, whether or not pursuant by reason of the absence of legally available funds therefor, then the Dividend Rate on the shares of Preferred Stock shall be increased to a contract compound annual rate of an earlier date; provided that where a negotiable debt security 16%, for as long as such Event of Default is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayscontinuing.

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series A Preferred Stock at the annual a rate of 6% per annum equal to 13.0% of the per share purchase price ($1.10) Liquidation Preference of the Class A-1 Preferred Stocksuch share. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series A Preferred Stock, and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series A Preferred Stock. Such Each dividend on Series A Preferred Stock shall be payable to the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series A Preferred Stock, dividends shall cease to accrue in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid. (b) All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph A(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 30 days prior to the payment of such dividends. (d) No full dividends shall be cumulative declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series A Parity Securities for any period, and no Series A Parity Securities may be repurchased, redeemed or otherwise retired, nor may funds be set apart for such payment, unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series A Preferred Stock and Series A Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such full dividends or distributions on, or such repurchase or redemption of, such Series A Parity Securities (the "Series A Parity Payment Date") and (ii) an amount equal to a prorated dividend on the Series A Preferred Stock and Series A Parity Securities at the customary dividend rates for such securities for the period from the Dividend Payment Date immediately prior to the Series A Parity Payment Date to the Series A Parity Payment Date have been paid or set apart for payment. In the event that such dividends are not paid in full or set apart for payment with respect to all outstanding shares of Series A Preferred Stock and of any Series A Parity Securities and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of all such stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series A Preferred Stock and of any Series A Parity Securities in proportion to the full amount to which they would otherwise be respectively entitled. (e) The Holders of Series A Preferred Stock shall be entitled to receive the dividends provided for in paragraph A(3)(a) hereof in preference to and in priority over any dividends upon any of the Series A Junior Securities, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series A Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series A Junior Payment Date (as defined below) to the Series A Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series A Junior Securities (the date of any such shares before actions to be referred to as the "Series A Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series A Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fractional shares of such Series A Junior Securities. (f) Dividends payable on Series A Preferred Stock for any period less than one year shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period for which such dividends are payable. (g) The Corporation shall not claim any deduction from gross income for dividends paid on Series A Preferred Stock in any Federal income tax return, claim for refund, or other statement, report or submission made to the terms Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any employee incentive planHolder (and at the expense of such Holder), agreement or arrangementthe Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series A Preferred Stock shall be eligible for the dividends received deduction under Section 243(a) (1) including any such transfer, purchase or redemption by a subsidiary of the CorporationCode (or any successor provision). The time In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the dividends received deduction under Section 243(a)(l) of the Code (or any successor provision) of any distribution by way dividends (within the meaning of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time Section 316(a) of the distribution is Code or any successor provision) paid on Series A Preferred Stock. To the date when extent possible, the Corporation acquires the shares in such exchange. The Board principles of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled this paragraph A(3)(g) shall also apply with respect to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysstate and local income taxes.

Dividends. (a) The holders of Subject to its ability to do so under applicable law, the outstanding Class A-1 Preferred Stock shall be entitled Buyer agrees to receive, out of funds legally available therefore, cumulative dividends at pay the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, First Year Dividend to its shareholders on the fifteenth day of October, January, April and July First Anniversary. (each of such dates being a “Dividend Payment Date”b) commencing on the date of issuanceThe Seller shall, and shall be pro-rated for cause each other Registrable Securities Holder holding Dividend Waiver Securities to, enter into a Dividend Waiver Agreement as required under Section 3(c)(ii) hereof. (c) EIAC and the first such quarterly period if Buyer shall cause the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateInitial Stockholders, the average directors and officers of EIAC and their respective Affiliates holding Dividend Waiver Securities to enter into a Dividend Waiver Agreement as required under Section 3(c)(ii) hereof. (d) Subject to the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the restrictions contained in Section 6(h), a Person described in Section 7(b) or (c) may: (i) sell any Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date Waiver Securities to an unrelated third party free of issueany restrictions imposed by a Dividend Waiver Agreement, and shall accrue from day to dayupon such sale, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of the Dividend Escrow Agreement, if applicable, the Escrow Agent shall release such Dividend Waiver Securities from escrow upon receipt by it of the agreed consideration therefor and shall pay to the seller the amount of the consideration received less such amount as would be necessary to pay the First Year Dividend on such Dividend Waiver Securities, which amount shall be retained by the Escrow Agent and held in escrow pursuant to the terms of the Dividend Escrow Agreement. Any amounts deposited in escrow pursuant to this paragraph and not used to pay the First Year Dividend shall be refunded, together with any employee incentive planinterest accrued thereon, agreement to such seller upon the payment of the First Year Dividend; and (ii) exercise any warrants, rights or arrangement) including other options in respect of any Dividend Waiver Securities, and upon notifying the Escrow Agent of such exercise the Escrow Agent shall promptly take all such steps as are necessary to exercise such warrants, rights or other options in respect of any Dividend Waiver Securities, provided that any shares of Buyer Common Stock issuable upon any such transfer, purchase or redemption exercise shall remain subject to the applicable Dividend Waiver Agreement and shall be held in escrow by a subsidiary the Escrow Agent and pursuant to the terms of the Corporation. Dividend Escrow Agreement. (e) The time of any distribution by way of dividend Buyer shall be the date of declaration thereof obligated and the time of agrees to pay any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time and all expenses of the distribution is Escrow Agent in connection with the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysDividend Escrow Agreement.

Dividends. (a) The holders If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the outstanding Class A-1 Preferred Stock shall be entitled related dividend record date, multiplied by (y) a dollar amount equal to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price Share amount of any cash dividend ($1.10) or, in the case of the Class A-1 Preferred Stock. Such dividends shall be any dividend payable in shares of whole or in part other than in cash or Shares, the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each per Share value of such dates being a “Dividend Payment Date”dividend, as determined in good faith by the Committee), divided by (b) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in of a Share on the payment date of such dividend. (b) In the case of stock any dividend declared on Shares that is payable in the form of Shares, the number of PSUs, if any, held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a given dateShare. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable. (c) For purposes of this Section 4, the average number of PSUs held by the Participant as of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly applicable dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty deemed to equal (60i) dayszero (0), if such dividend record date occurs prior to the Determination Date or (ii) the Earned PSUs (if any) (with any additional PSUs granted pursuant to this Section 4 to be added to the Earned PSUs held by Participant), if such dividend record date occurs after the Determination Date; provided that, if any dividend on Shares was paid by the Company during the period beginning on the Date of Grant and ending on the Determination Date, on the Determination Date, an additional number of PSUs calculated in accordance with this Section 4, assuming Participant had held the number of Earned PSUs (if any) on the record date of such dividend(s), shall be immediately added to the number of Earned PSUs established as of the Determination Date.

Dividends. (a) The holders of the then outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of any funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% $2.00 per annum share per year, payable in cash, except as provided below, in equal amounts quarterly on the fifteenth day, or if not a Business Day, the next succeeding Business Day, of January, April, July and October in each year, beginning ______________, 1997 (each such day being hereinafter called a "Quarterly Dividend Date" and each period ending on a Quarterly Dividend Date being hereinafter called a "Dividend Period"), to shareholders of record at the close of business on such date as shall be fixed by the Board of Directors of the Corporation at the time of declaration of the dividend (the "Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends paid on the Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share purchase price basis among all such shares at the time outstanding. Notwithstanding the foregoing, for any twelve ($1.1012) Dividend Periods the Company shall have the right to pay the dividend in additional shares of Series A Preferred Stock determined by dividing the total amount of the Class A-1 dividend to be paid in shares of Series A Preferred Stock by the Liquidation Value (as defined herein) per share of Series A Preferred Stock. Such dividends The issuance of additional shares of Series A Preferred Stock pursuant to this subparagraph (3) shall be payable in evidenced by a stock certificate representing such shares of the Company’s Class A-1 Preferred Stock quarterly, issued on the fifteenth day of October, January, April related Quarterly Dividend Date and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid delivered on or declared and set apart for such shares before the Corporation makes immediately thereafter. Notwithstanding any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationother provision hereof, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of no fractional shares of the Corporation for cash or property (except for an exchange shall be issued in connection with the payment of any dividend on Series A Preferred Stock in additional shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms Series A Preferred Stock. Instead, any holder of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 outstanding Series A Preferred Stock entitled to receive having a fractional interest arising upon the payment of a dividend declared thereonin additional shares of Series A Preferred Stock shall, on the related Quarterly Dividend Date, be paid an amount in cash equal to the Liquidation Value times the fraction of a share of Series A Preferred Stock to which record date such holder would otherwise be entitled. In the event the Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other securities of the Company ranking pari passu with the Series A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in these Articles Supplementary, the Series A Preferred Stock shall not be no more than sixty (60) daysentitled to participate in the earnings or assets of the Corporation.

Dividends. (a) The holders Upon the grant of Common Shares pursuant to Section 2(b)(ii), the outstanding Class A-1 Preferred Stock Grantee shall be entitled to receive, out of funds legally available thereforefor each Common Share granted, cumulative dividends at the annual rate of 6% per annum of an amount equal to the per share purchase price ($1.10) amount of all dividends declared with respect to Common Shares with a record date on or after the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April Effective Date to and July (each of such dates being a “Dividend Payment Date”) commencing on including the date of issuancethe Termination of Employment of the Grantee. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), and the holder of such Common Shares shall be pro-rated entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the first per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such quarterly period Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (c) Upon grant of the Restricted Shares pursuant to Section 3(a), the Grantee shall be entitled to receive, for each of the Restricted Shares (whether vested or unvested), an amount in cash equal to the per share amount of all dividends declared with respect to the Common Shares with a record date on or after the Effective Date and before the Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if the same number of Restricted Shares received pursuant to Section 3(a) is less than 91 (ninety-one) days. All shares of common stock shall be valued at reduced so that the Fair Market Value thereofof the Common Shares underlying the Restricted Shares received is less than or equal to the Maximum Value (as required under Section 3), then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (i) the per share amount of all dividends declared with respect to the Common Shares with a record date on or after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (ii) the number of Restricted Shares the Grantee would have received had no such reduction occurred. As used herein Fair Market Value After the Share Issuance Date, the holder of Restricted Shares (whether vested or unvested) shall mean be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or unvested) held on the record date of each such dividend and each such dividend shall be paid in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such same manner as dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been are paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Shares. (d) Except as provided in this Section 4, the Grantee shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment any payments in lieu of a dividend declared thereon, which record date shall be no more than sixty (60) daysor in connection with dividends with respect to any Notional Units and/or Restricted Shares.

Dividends. (a) The Subject to clause 11(c) below, if the Company declares and pays any dividends on the Ordinary Shares, then, in that event, holders of the outstanding Class A-1 Preferred Stock Preference Shares shall be entitled to share in such dividends on a pro rata basis, as if their Preference Shares had been converted into Ordinary Shares pursuant to clause 13 below immediately prior to the record date for determining the holders of Ordinary Shares eligible to receive such dividends. (b) If the Company does not consummate a Qualified IPO within 18 months after the Closing (“IPO Dividend Date”), the Board of Directors shall (subject to the Company’s compliance with the provisions of the Act and the Articles) declare and the holders of Preference Shares shall receive, out of funds legally available thereforein addition to the dividends described in clause 11 (a), cumulative dividends at the an annual rate of 6equal to 10% per annum of the per share purchase price Accreted Value, calculated on the basis of a 360-day year, consisting of twelve 30-day months, which shall accrue on a daily basis from the IPO Dividend Date, whether or not declared by the Board of Directors, and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year ($1.10) of the Class A-1 Preferred Stock. Such unless any such day is not a Business Day, in which event such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of Octobernext succeeding Business Day, January, April and July without accrual to the actual payment date) (each of such dates being date, a “Dividend Payment Date”) commencing on ). Unless otherwise specified in a resolution of directors, accrued and unpaid dividends shall compound and be added to the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Accreted Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days effect immediately preceding the prior to each Dividend Payment Date. Such ; provided, that, in lieu thereof, such accrued and unpaid dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall may (i) be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Preference Shares in cash or (ii) be paid in cash or compound and be added to the Accreted Value in any combination thereof, in each case as specified in a resolution of directors. (c) The Company shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare or property without considerationpay any dividends on, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) make any other distributions with respect to or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transferredeem, purchase or redemption by a subsidiary otherwise acquire for consideration, any Junior Securities unless and until (i) all accrued and unpaid dividends on the Preference Shares have been paid in full and (ii) prior to the IPO Dividend Date, the affirmative vote or written consent of the Corporation. The time holders of a majority of the then outstanding Preference Shares, voting as a separate class, shall have been received; provided, however, that the foregoing limitation shall not apply to any: (i) redemption, purchase or other acquisition of Junior Securities in connection with any put or call post-termination rights in any employment contract, benefit plan or other similar arrangement with one or more employees, officers, directors or consultants of the Company or any of its subsidiaries; (ii) exchange, redemption, reclassification or conversion of any distribution by way class or series of dividend shall be Junior Securities for any class or series of Junior Securities; or (iii) purchase of fractional interests in any Junior Securities under the date conversion or exchange provisions of declaration thereof and such Junior Securities or the time security being converted or exchanged, or in connection with any combination or reclassification of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysJunior Securities.

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series B Preferred Stock at the annual a rate of 6% per annum equal to 13.5% of the per share purchase price ($1.10) Liquidation Preference of the Class A-1 Preferred Stocksuch share. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series B Preferred Stock, and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series B Preferred Stock. Such Each dividend on Series B Preferred Stock shall be payable to the Holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series B Preferred Stock, dividends shall cease to accrue in respect of shares of Series B Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid. (b) All dividends paid with respect to shares of Series B Preferred Stock pursuant to paragraph B(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 30 days prior to the payment of such dividends. (d) No full dividends shall be cumulative declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series B Parity Securities for any period, and no Series B Parity Securities may be repurchased, redeemed or otherwise retired, nor may funds be set apart for such payment, unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series B Preferred Stock and Series B Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such full dividends or distributions on, or such repurchase or redemption of, such Series B Parity Securities (the "Series B Parity Payment Date") and (ii) an amount equal to a prorated dividend on the Series B Preferred Stock and Series B Parity Securities at the customary dividend rates for such securities for the period from the Dividend Payment Date immediately prior to the Series B Parity Payment Date to the Series B Parity Payment Date have been paid or set apart for payment. In the event that such dividends are not paid in full or set apart for payment with respect to all outstanding shares of Series B Preferred Stock and of any Series B Parity Securities and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of all such stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series B Preferred Stock and of any Series B Parity Securities in proportion to the full amount to which they would otherwise be respectively entitled. (e) The Holders of Series B Preferred Stock shall be entitled to receive the dividends provided for in paragraph B(3)(a) hereof in preference to and in priority over any dividends upon any of the Series B Junior Securities, so that if at any time full Accumulated Dividends on all shares of Series B Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series B Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series B Junior Payment Date (as defined below) to the Series B Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series B Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series B Junior Securities (the date of any such shares before actions to be referred to as the "Series B Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series B Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series B Junior Securities payable in Series B Junior Securities and cash in lieu of fractional shares of such Series B Junior Securities. (f) Dividends payable on Series B Preferred Stock for any period less than one year shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period for which such dividends are payable. (g) The Corporation shall nor claim any deduction from gross income for dividends paid on Series B Preferred Stock in any Federal Income tax return, claim for refund, or other statement, report or submission made to the terms Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(l) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any employee incentive planHolder (and at the expense of such Holder), agreement or arrangementthe Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series B Preferred Stock shall be eligible for the dividends received deduction under Section 243(a)(l) including any such transfer, purchase or redemption by a subsidiary of the CorporationCode (or any successor provision). The time In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the dividends received deduction under Section 243(a)(1) of the Code (or any successor provision) of any distribution by way dividends (within the meaning of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time Section 316(a) of the distribution is Code or any successor provision) paid on Series B Preferred Stock. To the date when extent possible, the Corporation acquires the shares in such exchange. The Board principles of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled this paragraph B(3)(g) shall also apply with respect to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysstate and local income taxes.

Dividends. (a) The In the event that a distribution with respect to the shares of CCIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of CCIT II Common Stock on the outstanding Class A-1 Preferred Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of GCEAR Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of GCEAR Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. CCIT II shall coordinate with GCEAR on the declaration, setting of record dates and payment dates of dividends on CCIT II Common Stock so that holders of CCIT II Common Stock (i) do not receive dividends on both CCIT II Common Stock and GCEAR Common Stock received in the REIT Merger in respect of a single distribution period or fail to receive a dividend on either CCIT II Common Stock or GCEAR Common Stock received in the REIT Merger in respect of a single distribution period or (ii) do not receive both a dividend permitted by the proviso to Section 6.2(b)(iii) on GCEAR Common Stock and a dividend permitted by the proviso to Section 6.1(b)(iii) on CCIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso to Section 6.2(b)(iii) on GCEAR Common Stock or a dividend permitted by the proviso to Section 6.1(b)(iii) on CCIT II Common Stock received in the REIT Merger. (b) In the event that either CCIT II or GCEAR shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii), respectively, it shall notify the other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price payable ($1.10i) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateCCIT II, to holders of CCIT II Common Stock, in an amount per share of CCIT II Common Stock equal to the average product of (A) the closing bid prices for dividend declared by GCEAR with respect to each share of GCEAR Common Stock by (B) the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issueExchange Ratio, and shall accrue from day (ii) in the case of GCEAR, to dayholders of GCEAR Common Stock, whether or not earned or declaredin an amount per share of GCEAR Common Stock equal to the quotient obtained by dividing (A) the dividend declared by CCIT II with respect to each share of CCIT II Common Stock by (B) the Exchange Ratio. Such dividends The record date and time and payment date and time for any dividend payable pursuant to this Section 7.8(b) shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) prior to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) The holders Holders of the shares of outstanding Class A-1 Series I Preferred Stock shall be entitled to receive, out of funds of the Corporation legally available thereforetherefor, cumulative dividends at the annual rate of 68.0% per annum of share on the per share purchase price Original Purchase Price ($1.10) of the Class A-1 Preferred Stock“Dividend Rate”). Such dividends Dividends shall be payable declared by the Corporation and paid in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”Date (as defined below) commencing on the date of issuanceMarch 15, and shall be pro-rated 2009 for the first Dividend Period ending immediately prior to such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing be payable to the record holders of Series I Preferred Stock on the record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record date and prior to the Dividend Payment Date). If a Dividend Payment Date is not a business day, payment will be made on the next succeeding business day, without any interest or other payment in lieu of issueinterest accruing with respect to this delay. Subject to Section 3(e) below, and all such dividends shall accrue from day the most recent date as to daywhich dividends shall have been paid or, if no dividends have been paid, from the original date of issuance of the Series I Preferred Stock (the “Issue Date”), whether or not earned or declaredin any Dividend Period(s) there shall have been funds of the Corporation legally available for the payment of such dividends. Such Notwithstanding the foregoing, such dividends shall be cumulative so that if such dividends in respect of paid only to the extent assets are legally available therefor on the Dividend Payment Date and any previous quarterly dividend period shall amounts for which assets are not have been paid on, the deficiency legally available shall be fully paid promptly as assets become legally available therefore. Any partial payment of dividends otherwise required to be paid on or declared and set apart for such shares before a Dividend Payment Date will be made pro rata among the Corporation makes any distribution (as hereinafter defined) to the applicable record holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series I Preferred Stock entitled to receive payment based on their respective holdings of a dividend declared thereonsuch shares. (i) The term “Dividend Payment Date” shall mean September 15th and March 15th of each year, which record date shall be no more than sixty (60) daysbeginning with March 15, 2009.

Dividends. (a) The holders Holders of the outstanding Class A-1 a particular series of Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available thereforetherefor, cumulative dividends each consisting of cash at the annual rate Applicable Rate and no more, payable on the respective dates set forth below. Dividends on the shares of 6% per annum each series of Preferred Shares so declared and payable shall be paid in preference to and in priority over any dividends declared and payable on the Common Shares. (i) Cash dividends on shares of each series of Preferred Shares shall accumulate from the Date of Original Issue and shall be payable, when, as and if declared by the Board of Trustees of the per share purchase price ($1.10) Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Following the Initial Dividend Payment Date for a series of Preferred Shares, dividends on that series of Preferred Shares will be payable, at the option of the Class A-1 Preferred Stock. Such dividends shall be payable in shares Trust, either (i) with respect to any 7-Day Dividend Period and any Short Term Dividend Period of the Company’s Class A-1 Preferred Stock quarterly35 or fewer days, on the fifteenth day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of Octobermore than 35 days and with respect to any Long Term Dividend Period, January, April monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and July on the day next succeeding the last day thereof (each of such dates date referred to in clause (i) or (ii) being herein referred to as a “"Normal Dividend Payment Date”) commencing "), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of issuancethe exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of Preferred Shares is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of Preferred Shares, then the last day of such Dividend Period for such other series of Preferred Shares shall be pro-rated the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the first such quarterly period if Board of Trustees of the same is less than 91 (ninety-one) daysTrust shall fix the Dividend Payment Date. All shares However, no Dividend Period of common stock any series of Preferred Shares shall be valued at co-extensive with any Dividend Period of any other series of Preferred Shares unless the Fair Market Value thereofTrust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of Preferred Shares. As used herein Fair Market Value shall mean The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of Preferred Shares set forth in the case Declaration of stock Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods with respect to a series of Preferred Shares are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date." (ii) Each dividend shall be paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately Business Day preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the Stock Register on a date, not exceeding 15 days prior to the payment date therefor, as may be fixed by the Board of issue, Trustees of the Trust. (i) During the period from and shall accrue from day including the Date of Original Issue to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect but excluding the Initial Dividend Payment Date for a series of any previous quarterly dividend period shall not have been paid onPreferred Shares (the "Initial Dividend Period"), the deficiency shall be fully paid on or declared and set apart Applicable Rate for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders series of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend Preferred Shares shall be the date Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of declaration thereof Preferred Shares, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "Subsequent Dividend Period"), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the time of any distribution by purchase calendar day prior to the next Dividend Payment Date (or redemption of shares last Dividend Payment Date in a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided rate per annum that where a negotiable debt security is issued in exchange for shares the time results from implementation of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysAuction Procedures.

Dividends. (a) The Subject to Section E below, the holders of shares of Convertible Preferred Stock, in preference to the outstanding Class A-1 Preferred Stock holders of any Junior Securities other than Common Stock, shall be entitled to receive, receive mandatory cash dividends on an As-Converted-to-Common-Stock-Basis in an amount equal to the cash dividends declared by the Board on the Common Stock out of funds of the Corporation legally available thereforetherefor, but only as, when, and if so declared. The Convertible Preferred Stock will not accrue dividends until and unless the date on which the holders of Capital Stock of the Corporation do not approve the Merger at the first meeting of stockholders upon which such matter is submitted for a vote after the date hereof or otherwise on the 60th day following the closing of the Exchange Offer if the Merger has not been consummated by such date (the “Dividend Accrual Date”). Beginning on and following such Dividend Accrual Date and ending on the date upon which the Merger becomes effective, the Convertible Preferred Stock shall accrue cumulative dividends on its Liquidation Preference at the an annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends 20%, which shall be payable in shares added to the Liquidation Preference of the Company’s Class A-1 such Convertible Preferred Stock quarterly, on the fifteenth last day of Octobereach calendar quarter (i.e., JanuaryMarch 31, April June 30, September 30 and July December 31) (each of such dates all dividends on Convertible Preferred Stock described in this Section D declared or accrued but remaining unpaid and which have not been added to the Liquidation Preference pursuant to this Section D being a referred to herein as “Dividend Payment DateAccrued Dividends”) commencing on the date of issuance, and ). All dividend accruals pursuant to this Section D shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock based on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date365-day year. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period Any Accrued Dividends shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockbear interest. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of may be declared and paid at any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daystime.

Dividends. (a) 10.4.1 The holders Borrower shall not and shall procure that no other member of the outstanding Class A-1 Preferred Stock shall be entitled NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to receiveany person, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum provided that (i) subsidiaries of the per share purchase price ($1.10) Borrower may pay dividends to another member of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of NCLC Group; (ii) the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such Borrower may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Borrower’s capital stock with respect to income taxable as a result of any previous quarterly member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group and (iii) after the later of (x) the listing of the ordinary capital stock of the Borrower or parent company of the Borrower on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been cancelled and/or prepaid and/or repaid, dividends may be paid in an amount not to exceed [*] of the Consolidated Net Income of the Borrower and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend period shall not and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) provided to the holders Agent pursuant to Clause 10.2 is less than [*]. The Agent shall use the Application of Common Stock. Accrued but unpaid Proceeds Formulation to determine whether an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid. 10.4.2 The Borrower will procure that any dividends shall not bear interest. “Distribution” or other distributions and interest paid or payable in this section 5 means connection therewith received by the transfer of cash or property without considerationShareholder, whether NCL America Holdings and/or Arrasas will be paid to the Borrower by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayspromptly on receipt.

Dividends. (a) The In the event that a distribution with respect to the shares of REIT I Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT I Common Stock on the outstanding Class A-1 Preferred Closing Date immediately prior to the Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the Merger Effective Time. REIT I shall coordinate with REIT II the declaration of, and the setting of record dates and payment dates for, dividends on REIT I Common Stock so that holders of REIT I Common Stock (i) do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the Merger, or, in respect of a single calendar quarter or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the Merger, or (ii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock and a dividend permitted by the proviso to Section 6.2(b)(iv) on REIT II Common Stock received in the Merger or fail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or a dividend permitted by the proviso to Section 6.2(b)(iv) on REIT II Common Stock received in the Merger. (b) In the event that either REIT I or REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iv), respectively, it shall notify the other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price payable ($1.10i) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateREIT I, to holders of REIT I Common Stock in an amount per share of REIT I Common Stock equal to the average product of (A) the closing bid prices dividend declared by REIT II with respect to each share of REIT II Common Stock by (B) the Exchange Ratio and (ii) in the case of REIT II, to holders of REIT II Common Stock, in an amount per share of REIT II Common Stock equal to the quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common Stock by (y) the Exchange Ratio. The record date and time and payment date and time for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day any dividend payable pursuant to day, whether or not earned or declared. Such dividends this Section 7.8(b) shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) prior to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) The holders Beginning on the applicable Issue Date, the Holders of the outstanding Class A-1 shares of Convertible Preferred Stock being issued on such Issue Date shall be entitled to receive, when, as, and if declared by the Special Committee, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Convertible Preferred Stock, at the annual rate (the "Dividend Rate") of 610 3/8% per annum multiplied by the then-effective liquidation preference per share of the per share purchase price ($1.10) of the Class A-1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEVCO, INC.-PAGE 6 204 Convertible Preferred Stock. Such Additional dividends, at the Dividend Rate, shall accrue in respect of, and compound on, any dividends which are in arrears. All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared. Such dividends , from the Issue Date and shall compound to the extent not paid on the next succeeding Dividend Payment Date, and shall be cumulative so that if payable quarterly in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the applicable Issue Date. At the option of the corporation as determined by the Special Committee, any dividend payable on any Dividend Payment Date may be declared and paid wholly or partially "in kind" in lieu of cash, by issuing whole shares of Series B Nonvoting Preferred Stock on such dividends Dividend Payment Date with an aggregate liquidation preference in respect an amount equal to the aggregate cash dividend cumulated and unpaid to such date (or any portion thereof) with cash paid in lieu of issuing fractional shares. The amount of any previous quarterly dividend period shall dividends payable on any Dividend Payment Date not have been declared or paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of full in cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption issuance of shares of Series B Nonvoting Preferred Stock shall be added to the Corporation for cash or property (except for an exchange of shares liquidation preference of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any Convertible Preferred Stock on such transfer, purchase or redemption by a subsidiary of the Corporationdate. The time of any distribution by way of Each dividend shall be payable to Holders of record as they appear on the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time stock books of the distribution is corporation on the date when Dividend Record Date immediately preceding the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysrelated Dividend Payment Date.

Dividends. (a) The holders of No dividends or other distributions declared after the outstanding Class A-1 Preferred Effective Time on AFC Common Stock shall be entitled paid with respect to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in any shares of AFC Common Stock represented by an APY Stock Certificate until such APY Stock Certificate is surrendered for exchange according to the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) daysprocedures described above. All No fractional shares of common stock shall AFC Common Stock will be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees issued pursuant to the terms Merger. In lieu of the issuance of any employee incentive planfractional shares of AFC Common Stock, agreement or arrangement) including any cash will be paid to holders of such transfer, purchase or redemption by a subsidiary fractional share in the amount of the Corporation. The time product of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such fractional share multiplied by the Corporation, whether or not pursuant Average Stock Price. THE RECAPITALIZATION APY is currently authorized to a contract issue only one class of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchangeAPY Common Stock. The Board of Directors may fix of APY has approved, and SMA, the holder of more than a record date majority of the outstanding APY Common Stock, has approved by written consent, an amendment to the APY Charter that would authorize the issuance of APY Class B Common Stock. Immediately prior to and as a condition precedent to the consummation of the Merger, APY will file such Amendment with the Secretary of State of Delaware and will exchange one share of the APY Class B Common Stock for each share of APY Common Stock held by SMA. Such shares of APY Class B Common Stock shall remain outstanding after the determination Merger. See "The Charter Amendment" and "Appendix A-2--Form of holders Charter Amendment." CERTAIN REPRESENTATIONS AND WARRANTIES The Merger Agreement contains customary representations and warranties by AFC, Merger Sub and APY as to, among other things, (i) due organization, valid existence and good standing; (ii) corporate authority to enter into the Merger Agreement and related agreements; (iii) authorized capital stock; (iv) ownership of Class A-1 Preferred Stock entitled to receive subsidiaries; (v) the lack of conflict of the Merger Agreement and related agreements and transactions with charters, bylaws, law and certain agreements; (vi) consents, approvals and authorizations of governmental entities; (vii) compliance with law and contract; (viii) the filing of certain documents with the Commission; (ix) the accuracy of financial statements; (x) the absence of certain litigation; (xi) the absence of certain changes including those having a material adverse effect, the payment of dividends other than regular quarterly cash dividends and a dividend declared thereonchange in accounting policy; (xii) the receipt of fairness opinions; and (xiii) the lack of any contract or agreement obligating the payment of finder's fees, which record date shall be brokerage or agent's commissions, other than agreements with Salomon Brothers and Xxxxxxx Xxxxx. In addition, AFC represents that (i) immediately following the Effective Time, it will have available funds to satisfy the cash portion of the Merger Consideration; and (ii) to its knowledge, no more than sixty (60) days.event has occurred or condition exists in connection with the Merger that would cause it to fail to satisfy any material applicable statute or written regulation. CERTAIN COVENANTS Conduct of Business Pending the Reorganization. Pursuant to the Merger Agreement, AFC and APY have made various customary covenants relating to the Merger Transactions. APY has agreed that, prior to the 47

Dividends. (a) 3.1. The holders of the outstanding Class A-1 Series D Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefor that purpose, cumulative dividends payable in cash at the annual rate of 6% per annum Annual Dividend Rate. All dividends shall be cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of the per share purchase price ($1.10) Corporation legally available for the payment of such dividends, and shall be payable monthly, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the Class A-1 Preferred Stockfirst Dividend Payment Date after the Issue Date. Such dividends Each such dividend shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series D Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated fixed by the Board of Directors. Accrued and unpaid dividends for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall any past Dividend Periods may be valued authorized and declared and paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateany time, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Such The amount of accrued and unpaid dividends on any Series D Preferred Share at any date shall accrue on each be the amount of any dividends thereon calculated at the applicable rate to and including such share commencing on the date of issue, and shall accrue from day to daydate, whether or not earned or declared, which have not been paid in cash. 3.2. Such The amount of dividends payable for each full Dividend Period for the Series D Preferred Shares shall be cumulative so that if such computed by dividing the Annual Dividend Rate by twelve. The amount of dividends in respect payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D Preferred Shares shall be computed on the basis of any previous quarterly dividend period twelve 30-day months and a 360-day year. Holders of Series D Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series D Preferred Shares, except for any other amounts provided herein. 3.3. So long as any Series D Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series D Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series D Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series D Preferred Shares and such class or classes or series of Parity Shares. 3.4. So long as any Series D Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment or other distribution authorized and declared and made upon Junior Shares (other than dividends or other distributions (i) paid in respect of the Common Shares issued pursuant to the Securities Purchase Agreement or stock issued pursuant to the Contingent Value Rights Agreement or (ii) paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than (i) a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary or (ii) a purchase or other acquisition of Common Shares made in connection with the Corporation from employees pursuant restrictions on ownership and transfer set forth in Section 4.07 of the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for shares Junior Shares), unless in each case the time of full cumulative dividends on all outstanding Series D Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the distribution is the date when the Corporation acquires the shares in Series D Preferred Shares and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Shares.

Dividends. (a) The holders of Dividends on the outstanding Class A-1 Series E Preferred Stock shall will be entitled to receivepayable semi-annually in arrears, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefunds, on a non-cumulative dividends basis on the $10,000 per share liquidation preference, at the an annual rate of 6% per annum of equal to 9%. Subject to the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such foregoing, dividends shall will be payable in shares arrears on December 1 and June 1 of the Company’s Class A-1 Preferred Stock quarterlyeach year (each, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) ), commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date (as defined in paragraph 3(b)), or, if any such day is not a business day, the next business day. Each dividend will be payable to holders of record as they appear on the Corporation’s stock register on the fifteenth day of the month prior to the month in which the relevant Dividend Payment Date occurs. Each period from and including a Dividend Payment Date (or the date of issuance, and shall the issuance of the Series E Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as a “Dividend Period.” Dividends payable for each Dividend Period will be procomputed on the basis of a 360-rated for the first such quarterly period if the same is less than 91 (ninetyday year consisting of twelve 30-one) daysday months. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock If a scheduled Dividend Payment Date falls on a given dateday that is not a business day, the average of dividend will be paid on the closing bid prices for next business day as if it were paid on the Company’s common stock for the ten trading days immediately preceding the scheduled Dividend Payment Date. Such dividends shall , and no interest or other amount will accrue on each such share commencing the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. (b) Dividends on the date Series E Preferred Stock will be non-cumulative. If for any reason the Board of issueDirectors does not authorize and the Corporation does not declare full cash dividends on the Series E Preferred Stock for a Dividend Period, and shall accrue from day the Corporation will have no obligation to daypay any dividends for that period, whether or not earned the Board of Directors authorizes and the Corporation declares dividends on the Series E Preferred Stock for any subsequent Dividend Period. The Corporation is not obligated to and will not pay holders of the Series E Preferred Stock any dividend in excess of the dividends on the Series E Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends. (c) The Series E Preferred Stock created hereby shall rank equally, as to dividends, with the Corporation’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred Stock”), Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series D Preferred Stock”) and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series F Preferred Stock”). The Corporation may not declare or declaredpay or set apart for payment full dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the Series E Preferred Stock unless the Corporation has previously declared and paid or set apart for payment, or the Corporation contemporaneously declares and pays or sets apart for payment, full dividends on the Series E Preferred Stock for the most recently completed Dividend Period. Such When dividends shall are not paid in full on the Series E Preferred Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Series E Preferred Stock and such equally ranking series will be cumulative so that if such dividends in respect declared and paid pro rata. For purposes of any previous quarterly calculating the pro rata allocation of partial dividend period shall not have been paid onpayments, the deficiency shall Corporation will allocate dividend payments based on the ratio between the then-current dividend payments due on shares of Series E Preferred Stock and the aggregate of the current and accrued dividends due on any equally ranking series. The Corporation will not pay interest or any sum of money instead of interest on any dividend payment that may be fully in arrears on the Series E Preferred Stock. Unless the Corporation has paid on or declared and set aside for payment full dividends on the Series E Preferred Stock for the most recently completed Dividend Period, the Corporation will not: · declare or make any dividend payment or distribution on any junior ranking stock, other than a dividend paid in junior ranking stock, or · redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or equally ranking stock, except by conversion into or exchange for junior ranking stock. As used herein, “junior to the Series E Preferred Stock,” “junior ranking stock” and like terms refer to the Corporation’s Common Stock and any other class or series of the Corporation’s capital stock over which the Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up, and “equally ranking” and like terms refer to the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock, and any other class or series of the Corporation’s capital stock that ranks on a parity with the Series E Preferred Stock in the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up. Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Corporation’s Common Stock and any other stock ranking equally with or junior to the Series E Preferred Stock from time to time out of any assets legally available for such shares before the Corporation makes any distribution (as hereinafter defined) to payment, and the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series E Preferred Stock will not be entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysparticipate in those dividends.

Dividends. (a) 3.1. The holders of the outstanding Class A-1 Series E Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforefor that purpose, cumulative dividends payable in cash at the annual rate of 6% per annum Annual Dividend Rate. All dividends shall be cumulative from the date such Series E Preferred Shares are issued (but shall include accrued but unpaid dividends on the Series D Preferred Shares that have been exchanged for the Series E Preferred Shares), whether or not in any Dividend Period or Periods there shall be funds of the per share purchase price ($1.10) Corporation legally available for the payment of such dividends, and shall be payable monthly, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the Class A-1 first Dividend Payment Date after the date such Series E Preferred StockShares are issued. Such dividends Each such dividend shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series E Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated fixed by the Board of Directors. Accrued and unpaid dividends for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall any past Dividend Periods may be valued authorized and declared and paid at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateany time, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Such The amount of accrued and unpaid dividends on any Series E Preferred Share at any date shall accrue on each be the amount of any dividends thereon calculated at the applicable rate to and including such share commencing on the date of issue, and shall accrue from day to daydate, whether or not earned or declared, which have not been paid in cash. 3.2. Such The amount of dividends payable for each full Dividend Period for the Series E Preferred Shares shall be cumulative so that if such computed by dividing the Annual Dividend Rate by twelve. The amount of dividends in respect payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series E Preferred Shares shall be computed on the basis of any previous quarterly dividend period twelve 30-day months and a 360-day year. Holders of Series E Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series E Preferred Shares, except for any other amounts provided herein. 3.3. So long as any Series E Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series E Preferred Shares for all Dividend Periods prior to the holders dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series E Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series E Preferred Shares and such class or classes or series of Parity Shares. 3.4. So long as any Series E Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment or other distribution authorized and declared and made upon Junior Shares (other than dividends or other distributions (i) paid in respect of the Common Shares issued pursuant to the Securities Purchase Agreement or stock issued pursuant to the Contingent Value Rights Agreement or (ii) paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than (i) a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary or (ii) a purchase or other acquisition of Common Shares made in connection with the Corporation from employees pursuant restrictions on ownership and transfer set forth in Section 4.07 of the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for shares Junior Shares), unless in each case the time of full cumulative dividends on all outstanding Series E Preferred Shares and any other Parity Shares shall have been paid or set apart for payment for all past Dividend Periods with respect to the distribution is the date when the Corporation acquires the shares in Series E Preferred Shares and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysParity Shares.

Dividends. (a) The In the event that a distribution with respect to the shares of REIT I Common Stock or REIT I Preferred Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT I Common Stock or REIT II Preferred Stock, as applicable, on the Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. After the signing of this Agreement and before the REIT Merger Effective Time, REIT I shall coordinate with REIT II with respect to the declaration of, and the setting of record dates and payment dates for dividends on REIT I Common Stock so that (i) holders of REIT I Common Stock do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or (ii) the holders of the outstanding Class A-1 Preferred REIT II OP Units do not receive distributions on the REIT II OP Units and the REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT II OP Units and REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or (iii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock and a dividend on REIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso 76 (b) In the event that REIT I shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), it shall notify REIT II at least twenty (20) days prior to the Closing Date, and REIT II shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price ($1.10) payable to holders of the Class A-1 Preferred Stock. Such dividends shall be payable REIT II Common Stock and REIT II OP Units, in shares an amount per share of the Company’s Class A-1 Preferred REIT II Common Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) per REIT II OP Unit equal to the holders quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common StockStock by (y) the Exchange Ratio. Accrued but unpaid dividends In the event that REIT II shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare or property without consideration, whether by way of pay any dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees other distribution that is expressly permitted pursuant to the terms proviso at the end of any employee incentive planSection 6.2(b)(iii), agreement it shall notify REIT I at least twenty (20) days prior to the Closing Date, and REIT I shall be entitled to declare a dividend per share payable to holders of REIT I Common Stock and REIT I OP Units, in an amount per share of REIT I Common Stock or arrangementper REIT I OP Unit equal to the quotient obtained by multiplying (x) including any such transfer, purchase or redemption the dividend declared by a subsidiary REIT II with respect to each share of REIT II Common Stock by (y) the CorporationExchange Ratio. The record date and time of and payment date and time for any distribution by way of dividend payable pursuant to this Section 7.8(b) shall be prior to the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) The holders of shares of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available thereforetherefor, cumulative cash dividends at the annual rate described in Section 3(b). To the extent declared by the Board of 6% per annum Directors, dividends will be payable quarterly on the 15th day of the per share purchase price ($1.10) first month of each calendar quarter in San Francisco, California, or if not a Business Day in San Francisco, California, the Class A-1 Preferred Stock. Such dividends shall be payable next succeeding Business Day in shares San Francisco, California, and in the case of any accrued but unpaid dividends, at such additional times, if any, as determined by the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day Board of October, January, April and July Directors (each of such dates being a “Dividend Payment Date”); provided, however, that the first Dividend Payment Date for the Series A-1 Cumulative Redeemable Preferred Stock was January 16, 2017, in San Francisco, California, and the first Dividend Payment Date for the Series A-2 Cumulative Redeemable Preferred Stock will be January 15, 2018. A “Business Day” shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York, San Francisco, California or Tokyo, Japan are authorized or required by law, regulation or executive order to close. It is expected that the Board of Directors will declare any dividends by the end of the month prior to the month in which such dividends are to be paid. No less than five (5) commencing Business Days before each Dividend Payment Date, the Company shall notify the holders of the Series A Preferred Stock of such Dividend Payment Date and the amount of the dividend payment for each of the Series A-1 Cumulative Redeemable Preferred Stock and the Series A-2 Cumulative Redeemable Preferred Stock. Dividends on the Series A-1 Cumulative Redeemable Preferred Stock will accrue and be cumulative from and including the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average issuance of the closing bid prices for Series A-1 Preferred Stock (the Company’s common stock for “Series A-1 Original Issue Date”) and Dividends on the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall Series A-2 Cumulative Redeemable Preferred Stock will accrue on each such share commencing on and be cumulative from and including the date of issueissuance of the Series A-2 Preferred Stock (the “Series A-2 Original Issue Date”). The term “Original Issue Date” when used with respect to the Series A-1 Cumulative Redeemable Preferred stock shall mean the Series A-1 Original Issue Date, and when used with respect to the Series A-2 Cumulative Redeemable Preferred Stock shall accrue from day to day, whether or not earned or declaredmean the Series A-2 Original Issue Date. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid onHowever, the deficiency shall Board of Directors will not be fully paid on or declared required to declare dividends, and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall the Series A Preferred Stock will not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant be entitled to the terms require payment of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividend.

Dividends. (a) The holders From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), the Preferred Shares shall commence accruing dividends (“Dividends”) at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day months. Dividends shall be payable in arrears on the first Trading Day of each Fiscal Quarter (each, a “Dividend Date”) with the first Dividend Date being the first Trading Day of the outstanding Class A-1 initial Fiscal Quarter commencing after the Initial Issuance Date. Dividends shall be payable on each Dividend Date, to each record holder (each, a “Holder”, and collectively, the “Holders”) of Preferred Shares on the applicable Dividend Date, in shares of Common Stock (“Dividend Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to each Holder, capitalized such Dividend by increasing the Stated Value of each Preferred Share on such Dividend Date (“Capitalized Dividend”) or in a combination of a Capitalized Dividend and a payment in Dividend Shares. The Company shall deliver a written notice (each, a “Dividend Election Notice”) to each Holder of the Preferred Shares on or prior to the tenth (10th) Trading Day immediately prior to the applicable Dividend Date (each, a “Dividend Notice Due Date”) (the date such notice is delivered to all of the Holders, the “Dividend Notice Date”) which notice (i) either (A) confirms that Dividend to be paid on such Dividend Date shall be paid entirely in Dividend Shares or (B) elects to effect a Capitalized Dividend or a combination of Capitalized Dividend and a payment in Dividend Shares and specifies the amount of Dividend that shall be a Capitalized Dividend and the amount of Dividend, if any, that shall be paid in Dividend Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Dividend Notice Date, then unless the Company has elected to effect a Capitalized Dividend, the Dividend Election Notice shall indicate that unless such applicable Holder waives the Equity Conditions Failure, the Dividend shall be effected as a Capitalized Dividend. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Dividend Notice Date, but an Equity Conditions Failure occurs at any time prior to the Dividend Date, (A) the Company shall provide each Holder a subsequent notice to that effect and (B) unless such applicable Holder waives the Equity Conditions Failure, the Dividend shall be paid to such Holder in cash. Dividend to be paid on a Dividend Date in Dividend Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share) of Common Stock equal to the quotient of (1) the amount of Dividend payable on such Dividend Date less any Capitalized Dividend and (2) the Dividend Conversion Price in effect on the applicable Dividend Date. For the avoidance of doubt, all Dividends must be Capitalized Dividends until the Company shall have obtained the Stockholder Approval on the Stockholder Approval Date (in each case as defined in the Series C-2 Certificate of Designations). (b) When any Dividend Shares are to be paid on a Dividend Date to a Holder, the Company shall (i) (A) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Dividend Shares to which such Holder shall be entitled to receivesuch Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, out or (B) if the Transfer Agent is not participating in FAST, issue and deliver on the applicable Dividend Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Issuance Agreement or to such address as specified by such Holder in writing to the Company at least two (2) Business Days prior to the applicable Dividend Date, a certificate, registered in the name of funds legally available thereforesuch Holder or its designee, cumulative dividends for the number of Dividend Shares to which such Holder shall be entitled and (ii) with respect to each Dividend Date, increase the Stated Value of the Preferred Shares by the amount of any Capitalized Dividend. (c) Prior to the payment of Dividends on a Dividend Date, Dividends on the Preferred Shares shall accrue at the annual rate Dividend Rate and be payable by way of 6% per annum inclusion of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Dividends in the case Conversion Amount on each Conversion Date in accordance with Section 4(b) or upon any redemption in accordance with Section 9 or upon any required payment upon any Bankruptcy Triggering Event. From and after the occurrence and during the continuance of stock on a given dateany Triggering Event, the average of Dividend Rate in effect with respect to such determination shall automatically be increased to the closing bid prices Default Rate. In the event that such Triggering Event is subsequently cured (and no other Triggering Event then exists (including, without limitation, for the Company’s common stock for failure to pay such Dividends at the ten trading days Default Rate on the applicable Dividend Date)), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on following the date of issue, such cure; provided that the Dividends as calculated and unpaid at such increased rate during the continuance of such Triggering Event shall accrue from day continue to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) apply to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant extent relating to the terms days after the occurrence of any employee incentive plan, agreement or arrangement) such Triggering Event through and including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time such cure of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysTriggering Event.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivecumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends and shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, semiannually commencing on the fifteenth 180th day of October, January, April and July following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each of such dates date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the date of issuancepreceding Dividend Payment Date (or, and shall be pro-rated for the first such quarterly period if the same there is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateno preceding Dividend Payment Date, the average of Issue Date) and ending on the closing bid prices for day immediately prior to the Company’s common stock for the ten trading days immediately preceding the next Dividend Payment Date. Such Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”). Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends payable in respect of shares initially issued to any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared Holder who is contractually obligated to appear and set apart for such shares before the Corporation makes vote in favor of any distribution (as hereinafter defined) to the holders proposal made at a meeting of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares stockholders of the CorporationCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the purchase or redemption Affiliates of either) fails so to appear and vote in favor. Any shares of issued to such Holders shall bear the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStockholder Approval Legend.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivereceive with respect to each share of Series A Preferred Stock, when, as and if declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends at the annual a rate of 6% per annum of the per share purchase price equal to two percent ($1.102%) of the Class A-1 then effective Liquidation Preference per share, payable in (A) cash, (B) additional shares of Series A Preferred Stock. Such Stock (ADDITIONAL SHARES) or (C) any combination of the foregoing in accordance with the terms of this paragraph 4; provided, however, that dividends shall must be payable solely in cash unless, with respect to each Dividend Payment Date (as hereinafter defined) on which the Corporation elects to pay all or a portion of the applicable dividend in Additional Shares, the Corporation delivers to the holders a certified resolution of the Board of Directors of the Corporation finding that payment of the dividend solely in cash would materially adversely affect the financial condition of the Corporation; and provided, further, however that the Corporation may not issue Additional Shares in lieu of cash dividends unless sufficient shares of the Company’s Class A-1 Series A Preferred Stock quarterly, on the fifteenth day of October, January, April remain authorized and July (each of such dates being a “Dividend Payment Date”) commencing on the date of available for issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so from the Issue Date regardless of when actually issued (except that if dividends on Additional Shares shall accrue from the date such Additional Shares are issued), whether or not in any Dividend Period or Dividend Periods there shall be funds of the Corporation legally available for the payment of such dividends and whether or not dividends are declared, and shall be payable on April 21 of each year (unless such day is not a Business Day, in which event such dividends shall be payable on the next succeeding Business Day) (each such date being a DIVIDEND PAYMENT DATE and each such annual period being a DIVIDEND PERIOD). Each such dividend shall be payable to the holders of record of shares of the Series A Preferred Stock as they appear on the share register of the Corporation on the corresponding Record Date. As used herein, the term RECORD DATE means, with respect to the dividend payable on April 21 of each year, the date 45 days preceding April 21. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such record date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends shall accumulate to the extent that they are not paid on the Dividend Payment Date for the Dividend Period to which they relate. (b) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any previous quarterly dividend period payment or payments on the Series A Preferred Stock that may be in arrears; provided that if dividends are not paid in full on any Dividend Payment Date, the amount so payable, to the extent not paid, shall not be added to the then effective Liquidation Preference on such Dividend Payment Date. (c) So long as any shares of the Series A Preferred Stock are outstanding, no dividend, except as described in the next succeeding sentence, shall be declared or paid or set apart for payment on any Parity Securities, nor shall any Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation, directly or indirectly, (except by conversion into or exchange for Junior Securities) unless in each case full cumulative dividends have been or contemporaneously are declared and paid on, the deficiency shall be fully paid on or declared and consideration sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series A Preferred Stock for all Dividend Periods terminating on or prior to the holders date of Common Stockpayment of the dividend on such class or series of Parity Securities or the redemption, purchase or other acquisition thereof. Accrued but unpaid When dividends shall are not bear interest. “Distribution” paid in this section 5 means the transfer of cash full or property without considerationconsideration sufficient for such payment is not set apart, whether by way of dividend or otherwise (except a dividend in as aforesaid, all dividends declared upon shares of the CorporationSeries A Preferred Stock and all dividends declared upon any other class or series of Parity Securities shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series A Preferred Stock and accumulated and unpaid on such Parity Securities. (d) So long as any shares of the Series A Preferred Stock are outstanding, no dividends (other than dividends or the distributions paid in shares of, or to effectuate a stock split on, or options, warrants or rights to subscribe for or purchase shares of, Junior Securities) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired (other than a redemption, purchase or redemption other acquisition of shares of the Corporation Common Stock made for cash purposes of an employee incentive or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary) (any such dividend, distribution, redemption or purchase being hereinafter referred to as a JUNIOR SECURITIES DISTRIBUTION) for any consideration (or any moneys be paid to or made available for a sinking fund for the Corporation from employees pursuant to the terms redemption of any employee incentive plan, agreement or arrangement) including shares of any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred stock) by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion into or exchange for Junior Securities), unless in each case (i) the full cumulative dividends on all outstanding shares the time of the distribution is Series A Preferred Stock and accrued and unpaid dividends on any other Parity Securities shall have been paid or set apart for payment for all past Dividend Periods with respect to the date when the Corporation acquires the shares in Series A Preferred Stock and all past dividend periods with respect to such exchange. The Board of Directors may fix a record date Parity Securities and (ii) sufficient consideration shall have been paid or set apart for the determination payment of holders of Class A-1 the dividend for the current Dividend Period with respect to the Series A Preferred Stock entitled and the current dividend period with respect to receive payment such Parity Securities. (e) The number of a Additional Shares to be issued as dividends in lieu of cash will equal the quotient of (X) the cash amount of the dividend declared thereon, which record date shall be no more than sixty that otherwise would have been payable in cash and (60Y) daysthe then effective Liquidation Preference per share.

Dividends. (a) The In the event that a distribution with respect to the shares of REIT III Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT III Common Stock on the outstanding Class A-1 Preferred Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. After the signing of this Agreement and before the REIT Merger Effective Time, REIT III shall coordinate with REIT II with respect to the declaration of, and the setting of record dates and payment dates for dividends on REIT III Common Stock so that holders of REIT III Common Stock do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT III Common Stock and a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT III Common Stock or a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock received in the REIT Merger. (b) In the event that REIT III shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), it shall notify REIT II at least 20 days prior to the Closing Date, and REIT II shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price ($1.10) payable to holders of the Class A-1 Preferred REIT II Common Stock. Such dividends shall be payable , in shares an amount per share of the Company’s Class A-1 Preferred REIT II Common Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) equal to the holders quotient obtained by dividing (x) the dividend declared by REIT III with respect to each share of REIT III Common StockStock by (y) the Exchange Ratio. Accrued but unpaid dividends In the event that REIT II shall not bear interest. “Distribution” in this section 5 means the transfer of cash declare or property without consideration, whether by way of pay any dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees other distribution that is expressly permitted pursuant to the terms proviso at the end of any employee incentive planSection 6.2(b)(iii), agreement or arrangementit shall notify REIT III at least 20 days prior to the Closing Date, and REIT III shall be entitled to declare a dividend per share payable to holders of REIT III Common Stock, in an amount per share of REIT III Common Stock equal to the quotient obtained by multiplying (x) including any such transfer, purchase or redemption the dividend declared by a subsidiary REIT II with respect to each share of REIT II Common Stock by (y) the CorporationExchange Ratio. The record date and time of and payment date and time for any distribution by way of dividend payable pursuant to this Section 7.8(b) shall be prior to the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. (a) The holders of the then outstanding Class A-1 Series B Preferred Stock Shares shall be entitled to receive, when and as declared by the Board of Trustees out of any funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of the $22.8125 per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be per year, payable in shares equal amounts of the Company’s Class A-1 Preferred Stock quarterly, $5.703125 per share quarterly in cash on the fifteenth day day, or if not a Business Day, the next succeeding Business Day, of October, January, April April, July and July October in each year, beginning January 15, 1996 (each such day being hereinafter called a "Quarterly Dividend Date" and each period ending on a Quarterly Dividend Date being hereinafter called a "Dividend Period"), to shareholders of record at the close of business on such dates being date as shall be fixed by the Board of Trustees at the time of declaration of the dividend (the "Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a “full Dividend Payment Date”) commencing Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends on each share of Series B Preferred Shares shall accrue and be cumulative from and including the date of issuanceoriginal issue thereof, and whether or not (i) dividends on such shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be pro-rated funds legally available for the first such quarterly period if payment of dividends. Dividends paid on the same is Series B Preferred Shares in an amount less than 91 (ninety-one) days. All the total amount of such dividends at the time accrued and payable on such shares of common stock shall be valued allocated pro rata on a per share basis among all such shares at the Fair Market Value thereoftime outstanding. As used herein Fair Market Value The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall mean in be the case amount of stock on a given dateany unpaid dividends accumulated thereon, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the to and including such Quarterly Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such , and the amount of dividends accrued on any shares of Series B Preferred Shares at any date other than a Quarterly Dividend Date shall be cumulative so that if such dividends in respect equal to the sum of the amount of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means accumulated thereon, to and including the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationlast preceding Quarterly Dividend Date, whether or not pursuant to a contract of earned or declared, plus an earlier date; provided that where a negotiable debt security is issued in exchange for shares amount calculated on the time basis of the distribution is annual dividend rate of $22.8125 for the period after such last preceding Quarterly Dividend Date to and including the date when as of which the Corporation acquires calculation is made based on a 360-day year of twelve 30- day months. Except as provided in these Articles, the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series B Preferred Stock Shares shall not be entitled to receive payment participate in the earnings or assets of a dividend declared thereon, which record date shall be no more than sixty (60) daysthe Trust.

Dividends. (a) The holders of the outstanding Class A-1 Series D-1 Preferred Stock Shares shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends per Series D-1 Preferred Share payable in cash at the annual rate of 6% per annum of applicable Annual Dividend Rate; provided, however, that if any dividend payable on any Dividend Payment Date is not paid in full in cash on such Dividend Payment Date, the per share purchase price ($1.10) of amount payable as dividends on such Dividend Payment Date that is not paid in cash on such Dividend Payment Date shall automatically, without any further action by the Class A-1 Preferred StockCorporation, be added to the Liquidation Preference on the relevant Dividend Payment Date at the Annual Dividend Rate applicable with respect to dividends not paid in cash. Such dividends Each such dividend payable in cash shall be payable in shares arrears to the holders of record of the Company’s Class A-1 Series D-1 Preferred Stock quarterlyShares, as they appear on the fifteenth day stock records of Octoberthe Corporation at the close of business on each record date, January, April and July which shall not be more than 30 days preceding the applicable Dividend Payment Date (each of such dates being a the “Dividend Payment Record Date”) commencing on the date of issuance), and as shall be pro-rated for fixed by the first such quarterly period if the same is less than 91 (ninety-one) daysBoard of Directors. All shares The amount of common stock accrued and unpaid dividends on any Series D-1 Preferred Stock at any date shall be valued the amount of any dividends thereon, calculated at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given applicable Annual Dividend Rate, to and including such date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends , which have not been paid; provided that an amount equal to any dividend that was not paid in cash on any applicable Dividend Payment Date shall be cumulative added to the Liquidation Preference in accordance with this Section 3(a) and such dividend not paid in cash and so that if such dividends in respect of any previous quarterly dividend period added shall not be considered as an accrued and unpaid dividend for any purposes hereof. (b) The amount of dividends payable based on the Annual Dividend Rate for each full Dividend Period for the Series D-1 Preferred Shares shall be computed by dividing the applicable Annual Dividend Rate by four (4). The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D-1 Preferred Shares shall be computed on the basis of four 90-day quarters and a 360-day year. Holders of Series D-1 Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the dividends on the Series D-1 Preferred Shares as herein provided. (c) All dividends paid with respect to Series D-1 Preferred Shares shall be paid pro rata. (d) So long as any Series D-1 Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full accrued and unpaid dividends have been paid on, the deficiency shall be fully paid on or contemporaneously are authorized and declared and paid in cash or authorized and declared and a sum sufficient for the payment thereof set apart for such shares before payment on the Corporation makes any distribution (as hereinafter defined) Series D-1 Preferred Shares for the immediately preceding Dividend Period and on the Parity Shares for the immediately preceding dividend period applicable to the holders Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, for the Dividend Period referred to in the immediately preceding sentence, then all dividends authorized and declared upon Series D-1 Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accrued and unpaid on the Series D-1 Preferred Shares and such class or classes or series of Parity Shares. (e) So long as any Series D-1 Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment and no other distribution shall be authorized and declared and made upon Junior Shares (other than dividends or other distributions paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Shares made for purposes of and in this section 5 means the transfer compliance with requirements of cash an employee incentive or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares benefit plan of the Corporation or shares acquired by any subsidiary) for any consideration (or any moneys to be paid to or made available for a sinking fund for the Corporation from employees pursuant to the terms redemption of any employee incentive plan, agreement or arrangementshares of such stock) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether directly or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in indirectly (except by conversion or exercise into or exchange for shares Junior Shares), unless in each case the time of the distribution is the date when the Corporation acquires the shares full accrued and unpaid dividends on all outstanding Series D-1 Preferred Shares shall have been paid in such exchange. The Board of Directors may fix a record date cash and on any other Parity Shares shall have been previously paid for the determination immediately preceding Dividend Period and the immediately preceding dividend period applicable to the Parity Shares. (f) In any case where any Dividend Payment Date shall not be a Business Day, then (notwithstanding any other provision of holders this Certificate of Class A-1 Preferred Stock entitled to receive Designation) payment of a dividend declared thereondividends need not be made on such date, which record date but may be made on the next succeeding Business Day with the same force and effect as if made on the Dividend Payment Date; provided, however, that no interest shall be no more than sixty (60) daysaccrue on such amount of dividends for the period from and after such Dividend Payment Date.

Dividends. a. The Preferred Stock, which hereby is designated as New Preferred Stock, is to be issued pursuant to the Merger for issued and outstanding shares of new preferred stock, $.01 par value, of the Missouri Predecessor Corporation (athe "Predecessor Corporation New Preferred Stock"), at the effective time of the Merger, whereby each share of Predecessor Corporation New Preferred Stock issued and outstanding at the time of the Merger is to be converted into one share of New Preferred Stock of this Corporation. For all purposes of this Certificate of Designation, each share of New Preferred Stock of this Corporation issued in connection with the Merger shall be deemed to have been issued as of the date of issuance of the share of Predecessor Corporation New Preferred Stock for which it was converted in the Merger, and all dividends paid or accrued by the Predecessor Corporation in respect of each share of Predecessor Corporation New Preferred Stock shall be deemed to have been paid or accrued in respect of the share of New Preferred Stock for which it was converted. By way of further clarification, the rights of each share of New Preferred Stock, with respect to dividends (including the accumulation thereof) and liquidation preference, shall be the same as the Predecessor Corporation New Preferred Stock for which the New Preferred Stock was converted in the Merger. b. The holders of the outstanding Class A-1 shares of New Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefore, cumulative dividends at the annual rate of 69.25% per annum of (the per share purchase price ($1.10"NP Dividend Rate") of the Class A-1 Preferred Stock. Such dividends which shall accrue daily and shall be payable in shares computed on the basis of the Company’s Class A-1 Preferred Stock quarterlya 365 day year or a 366 day year, as applicable, on the fifteenth day of OctoberNP Base Amount (which, Januaryexcept as provided in paragraph 2(e) below, April shall initially be and shall never be less than $1,000 per share, the "NP Base Amount") and no more (except as specifically provided below), in annual payments on each July 1 (each of such dates being a “"NP Dividend Payment Date”"), commencing with the first NP Dividend Payment Date following the date of issuance (the "Issuance Date") commencing of shares of New Preferred Stock, payable as set forth hereinafter. If the NP Dividend Payment Date is not a Business Day (as defined herein), then such dividend shall be payable on the next succeeding Business Day. The dividend payable on the first NP Dividend Payment Date following an Issuance Date with respect to any issued and outstanding share of New Preferred Stock shall be the pro rata amount of the NP Dividend Rate based upon the number of days in the period from an Issuance Date to the first NP Dividend Payment Date following such Issuance Date (the "Dividend Period"). Dividends on the New Preferred Stock shall be paid to the holders of record at the close of business on the date specified by the Board of issuanceDirectors of the Corporation at the time such dividend is declared; provided, and that such date shall not be pro-rated for the first such quarterly period if the same is more than 60 days nor less than 91 (ninety-one) days. All shares of common stock shall be valued at 10 days prior to the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the respective NP Dividend Payment Date. Such dividends Dividends shall accrue on each such share commencing on the date of issue, be fully cumulative and shall accrue from day to day, (whether or not earned declared and whether or declarednot funds are legally available for the payment of dividends) from the first day of the Dividend Period as to which such dividend may be payable as herein provided. Such Accrued dividends which are not paid on an NP Dividend Payment Date shall be added to the NP Base Amount on that NP Dividend Payment Date. The NP Base Amount shall be reduced (but not below $1,000 per share) by the amount of cumulated dividends when such accumulated dividends shall have been paid. Business Day shall mean each day which is neither a Saturday, Sunday nor another day on which banking institutions in New York, New York or St. Louis, Missouri are legally authorized or required to close. c. Dividends on the New Preferred Stock shall be cumulative so that if such payable solely in cash. d. All dividends paid with respect to shares of New Preferred Stock pursuant to paragraphs (2)(a), 2(b) and (2)(c) shall be paid pro rata and in respect of any previous quarterly dividend period like manner to all holders entitled thereto. e. Unless full, cumulated dividends have been or contemporaneously are declared and paid on the New Preferred Stock through the most recent NP Dividend Payment Date, the Corporation shall not have been paid on, the deficiency shall be fully paid declare or pay on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) 's Common Stock any dividend, whether in cash, property or the purchase or redemption of shares of otherwise (other than solely in additional Common Stock), nor shall the Corporation make any distribution on any Common Stock or any warrants, rights or options exercisable for cash any Common Stock or property set aside any assets for such purpose (except for an exchange of shares of other than solely in additional Common Stock), nor shall the Corporation purchase, redeem or shares acquired by the Corporation from employees pursuant to the terms of otherwise acquire any employee incentive planCommon Stock or any warrants, agreement rights or arrangement) including options exercisable for any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued Common Stock (other than in exchange for shares additional Common Stock). f. Subject to the time foregoing provisions of this paragraph 2, the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date declare and the Corporation may pay or set apart for payment dividends and other distributions on any Common Stock or any warrants, rights or options exercisable for any Common Stock, and may purchase, redeem or otherwise acquire any Common Stock or any warrants, rights or options exercisable for any Common Stock and set aside assets for such purpose, and the determination of holders of Class A-1 the shares of the New Preferred Stock shall not be entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysshare therein.

Dividends. (a) The holders holder of the outstanding Class A-1 Preferred Stock each voting trust certificate shall be entitled to receivereceive payments equal to the cash dividends, out if any, received by the Trustee prior to the termination of funds legally available therefore, cumulative dividends at this Agreement upon the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of Company Stock beneficially represented by each such voting trust certificate, such payment to be made by the Company’s Class A-1 Preferred Stock quarterly, on Trustee to the fifteenth day of October, January, April and July (each person or persons entitled thereto within three business days after receipt of such dates being a “Dividend Payment Date”cash dividend by the Trustee unless and except to the extent that the Trustee has given the Company the instructions contemplated by Section 7(d) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) dayshereof. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends If any dividend in respect of any previous quarterly dividend period shall not have been paid onthe Company Stock deposited with the Trustee is paid, in whole or in part, in capital stock of the Company having general voting powers, in a transaction nontaxable to the recipient, the deficiency Trustee shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationlikewise hold, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant subject to the terms of any employee incentive planthis Agreement, agreement or arrangement) including any the capital stock so received by the Trustee on account of such transferdividend (which shall thereupon also be deemed to be "Company Stock"), purchase or redemption and the holder of each voting trust certificate beneficially representing Company Stock on which such stock dividend has been paid shall receive an additional voting trust certificate issued under this Agreement for the number of shares and class of stock received by a subsidiary the Trustee as such dividend with respect to the Company Stock beneficially represented by such holder's voting trust certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Corporation. The time Trustee at the close of any distribution business on day fixed by way the Company for the taking of dividend shall be a record to determine those holders of its stock entitled to receive such dividends, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of voting trust certificates entitled to receive such payment or distribution, then registered as such at the close of business on the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred so fixed by the CorporationTrustee, whether or not pursuant but in all events subject to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time applicable law. (c) The transfer books of the distribution is Trustee may be closed temporarily by the Trustee for a period not exceeding 20 days preceding the date when fixed for the Corporation acquires payment or distribution of dividends or the shares distribution of assets or rights, or any other time in such exchangethe discretion of the Trustee. The Board In lieu of Directors providing for the closing of the books against the transfer of voting trust certificates, and except as may otherwise be provided by applicable law, the Trustee may fix a date not exceeding 20 days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of Class A-1 Preferred Stock voting trust certificates entitled to receive such payment or distribution, and the holders of a dividend declared thereon, which voting trust certificates of record at the close of business on such date shall exclusively be no more than sixty entitled to participate in such payments or distribution, but in all events subject to applicable law. (60d) daysIn lieu of receiving cash dividends upon Company Stock and paying the same to the holders of voting trust certificates pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the holders of the voting trust certificates as their interests may appear. Upon such instructions being given by the Trustee to the Company, and until revoked by the Trustee, all liability of the Trustee with respect to such dividends shall cease. The Trustee may at any time revoke such instructions and by written notice to the Company direct it to make dividend payments to the Trustee.

Dividends. (a) The From and after the date of this Agreement until the earlier of the Topco Effective Time and termination of this Agreement, none of AMB, ProLogis or New Pumpkin shall make, declare or set aside any dividend or other distribution to its respective stockholders or shareholders without the prior written consent of AMB (in the case of ProLogis or New Pumpkin) or ProLogis (in the case of AMB); provided, however, that the written consent of the other party shall not be required for the authorization and payment of (i) distributions at their respective stated dividend or distribution rates with respect to AMB Preferred Stock and ProLogis Preferred Shares and (ii) quarterly distributions at a rate not in excess of the regular quarterly cash dividend most recently declared prior to the date of this Agreement with respect to each of the shares of AMB Common Stock and ProLogis Common Shares, respectively (it being agreed that the timing of any such quarterly distributions will be coordinated so that, if either the holders of AMB Common Stock or the outstanding Class A-1 Preferred Stock holders of ProLogis Common Shares receives a distribution for a particular quarter prior to the Closing Date, then the holders of ProLogis Common Shares and the holders of AMB Common Stock, respectively, shall receive a distribution for such quarter prior to the Closing Date); provided, however, that the record and payment dates for ProLogis’s and AMB’s distributions pursuant to this Section 5.10(a) shall be the same as the other party’s record and payment dates. (b) Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of AMB and ProLogis, as applicable, shall be permitted to declare and pay a dividend to its stockholders or shareholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Closing Date, distributing any amounts determined by such party (in each case in consultation with the other party) to be the minimum dividend required to be distributed in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise Tax (any dividend paid pursuant to this paragraph, a “REIT Dividend”). (c) If either party determines that it is necessary to declare a REIT Dividend, it shall notify the other party at least 20 days prior to the date for the AMB Stockholders Meeting, in the case of a declaration by AMB, or the ProLogis Shareholders Meeting, in the case of a declaration by ProLogis, and such other party shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the declare a dividend per share purchase price payable ($1.10i) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateAMB, to holders of AMB Common Stock, in an amount per share of AMB Common Stock equal to the average quotient obtained by dividing (A) the REIT Dividend declared by ProLogis with respect to each ProLogis Common Share by (B) the Exchange Ratio and (ii) in the case of ProLogis, to holders of ProLogis Common Shares, in an amount per ProLogis Common Share equal to the closing bid prices product of (x) the REIT Dividend declared by AMB with respect to each share of AMB Common Stock and (y) the Exchange Ratio. The record date and payment date for any dividend payable pursuant to this Section 5.10(c) shall be the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing close of business on the date of issuelast Business Day prior to the Closing Date. (d) If, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationextent, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary series of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 AMB Preferred Stock entitled to receive or ProLogis Preferred Shares require the payment of a dividend declared thereonor other distribution by reason of a payment of a REIT Dividend or a dividend paid pursuant to Section 5.10(c), which record date AMB or ProLogis, as applicable, shall be no more than sixty (60) daysdeclare and pay any such required dividends or other distributions.

Dividends. (a) The holders No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends or distributions payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at any time outstanding, except that (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or PHI or to a Wholly-Owned Subsidiary of the outstanding Class A-1 Preferred Borrower or PHI, (y) so long as no Default or Unmatured Default then exists or would result therefrom, if the Parent qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Parent and (z) so long as no Default or Unmatured Default then exists or would result therefrom, the Borrower, PHI, Star Acquisitions, Inc. and their respective Subsidiaries may pay dividends or make distributions to the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal Year solely to enable the Parent to pay, as the same becomes due and payable, its overhead expenses and any legal, accounting and other professional fees and expenses it may incur. Notwithstanding the foregoing, any Loan Party may make any dividends or distributions to its respective parent company (and the Parent may make any dividends or distributions to its equity owners) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock shall be entitled so long as (x) after giving pro forma effect thereto, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6this clause (x)) was not less than 15% per annum of the per share purchase price ($1.10) Aggregate Revolving Commitment for any period of three consecutive days during the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing six-month period ending on the date on which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of issuanceits Capital Stock were made and is not projected to be less than 15% of the Aggregate Revolving Commitment during the six-month period immediately after the date on which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock are made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months) and shall be pro-rated for (y) the Fixed Charge Coverage Ratio is not less than 1.15 to 1.00 after giving pro forma effect to such distributions as if such distributions were paid on the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average day of the closing bid prices for relevant period; provided, however, that (1) no Default or Unmatured Default then exists or would result therefrom and (2) the Company’s common stock for Borrower Representative has delivered a certificate of an Authorized Officer attesting to the ten trading days immediately preceding matters set forth in clauses (x) and (y) above and showing in reasonable detail all calculations with respect thereto. (b) No Loan Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the Dividend Payment Date. Such dividends shall accrue on each such share commencing on other Loan Documents) that could directly or indirectly restrict, prohibit or require the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect consent of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) Person with respect to the holders payment of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means or distributions or the transfer making or repayment of cash or property without consideration, whether intercompany loans by way of dividend or otherwise (except a dividend in shares Subsidiary of the Corporation) Borrower or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant PHI to the terms of any employee incentive planBorrower or PHI, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysas applicable.

Dividends. Declare, make or pay any Dividend Payments on any shares of any class of Capital Stock, either directly or indirectly, except that: (a) The holders of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Qualified Subsidiaries may pay Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) Payments pro rata to the holders of Common Stock. Accrued but unpaid dividends their Capital Stock (giving effect to relative preferences and priorities); (b) Borrower and its Qualified Subsidiaries may pay or make Dividend Payments or distributions to any holder of its Capital Stock in the form of additional shares of Capital Stock of the same class and type; (c) Borrower and Holdings may make Dividend Payments so long as the proceeds thereof shall ultimately be used by Parent to make repurchase shares of Capital Stock of Parent owned by former, present or future employees of Borrower or its Qualified Subsidiaries or their assigns, estates and heirs; provided that the aggregate amount of Dividend Payments made by Borrower or Holdings pursuant to this paragraph (c) shall not bear interest. “Distribution” in the aggregate exceed (i) $1,000,000 in any fiscal year or (ii) $5,000,000 during the term of this section 5 means the transfer Agreement, plus any amounts contributed to Borrower as a result of cash or property without consideration, whether by way resales of dividend or otherwise (except a dividend in such repurchased shares of Capital Stock; (d) Holdings and Borrower may pay or make Dividend Payments or distributions during a period when such entity is treated as a partnership for federal, state or local income tax purposes and after such period, to the Corporationextent relating to the liability for such period, in an aggregate amount not to exceed the taxable income, calculated in accordance with applicable law, of such entity with regard to such period multiplied by the highest combined published federal, state and local income tax rate applicable to corporations, which rate shall be certified to the Administrative Agent on an annual basis (or more frequently if the tax rate changes during any annual period) or by the purchase or redemption of shares Borrower in an Officer’s Certificate of the Corporation for cash or property (except for an exchange of shares Borrower executed on its behalf by a Responsible Officer of the Corporation Borrower; (e) Holdings and its Subsidiaries may pay or shares acquired by make Dividend Payments or distributions to one or more indirect parent companies to enable them to pay expenses incurred in the Corporation from employees ordinary course of business; provided the aggregate amount of all Dividend Payments or distributions made pursuant to the terms this subsection 8.11(e) shall not exceed $1,000,000 in any fiscal year; (f) Borrower may pay or make Dividend Payments or distributions to Holdings to enable Holdings to make interest payments on Holdings High Yield Notes as required; provided that on a Pro Forma Basis after giving effect to such Dividend Payments or distributions, Holdings would be in compliance with subsection 8.9(A), (B), (C) and (D); provided, further, that no Default or Event of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof Default exists and is continuing at the time of such Dividend Payments or distributions; and (g) on or before the 180th day after the Post Closing Certificate (as defined in the Asset Purchase Agreement) becomes conclusive, final and binding on Borrower under the Asset Purchase Agreement and any distribution Net 3.3 Reduction Proceeds have been received by purchase Borrower, Borrower and its Subsidiaries may pay or redemption make Dividend Payments or distributions to Holdings (and Holdings may pay or make Dividend Payments or distributions to its equity securityholders) in an amount not to exceed the lesser of shares shall be (i) such Net 3.3 Reduction Proceeds and (ii) $20,000,000 plus 33.33% of the day cash or property is transferred by the Corporation, whether or not pursuant to a contract amount of an earlier datesuch Net 3.3 Reduction Proceeds in excess of $20,000,000; provided that where a negotiable debt security (x) no Default or Event of Default exists before or after giving effect to any Dividend Payments or distributions made pursuant to this subsection 8.11(g) and (y) after giving pro forma effect to such Dividend Payments or distributions, the Available Revolving Credit Commitment is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more not less than sixty (60) days$15,000,000.

Dividends. (a) The holders Holders as of 12:00 noon, New York City time, on the outstanding Class A-1 Preferred Stock applicable Dividend Payment Date, shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available thereforetherefor, cumulative dividends dividends, at the annual rate Applicable Dividend Rate. Dividends on the shares of 6% per annum RP so declared and payable shall be paid (i) in preference to and in priority over any dividends declared and payable on the Common Shares, and (ii) to the extent permitted under the Code and to the extent available and in preference to and priority over any dividends declared and payable on the Common Shares, out of tax-exempt income earned on the Trust's investments, subject to the application of the per share purchase price ($1.10) alternative minimum tax provisions of the Class A-1 Preferred StockCode. Such Dividends on shares of RP will be designated as exempt-interest dividends up to the amount of net tax-exempt income of the Trust for purposes of section 852 of the Code. (b) Dividends on each share of RP shall accumulate from its Date of Original Issue and will be payable, when, as and if declared by the Board of Trustees, on each Dividend Payment Date applicable to such share of RP. (c) Each declared dividend shall be payable in on the applicable Dividend Payment Date to the Holder or Holders of such shares of the Company’s Class A-1 Preferred Stock quarterlyRP as set forth in paragraph 3(a). Dividends on any share of RP in arrears with respect to any past Dividend Payment Date may be declared and paid at any time, on the fifteenth day of October, January, April and July (each of such dates being a “without reference to any regular Dividend Payment Date”) commencing on , to the Holder of such share as of a date not exceeding five Business Days preceding the date of issuance, and payment thereof as may be fixed by the Board of Trustees. Any dividend payment made on any share of RP shall be pro-rated for first credited against the first such quarterly period if the same is less than 91 dividends accumulated but unpaid (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such ) with respect to the earliest Dividend Payment Date on which dividends were not paid. (d) Neither Holders nor Beneficial Owners of shares of RP shall be entitled to any dividends on the shares of RP, whether payable in cash, property or stock, in excess of full cumulative so dividends thereon, except as set forth in paragraph 3(1) of this Part I. Except as provided in paragraph 3(h) of this Part I, neither Holders nor Beneficial Owners of shares of RP shall be entitled to any interest, or other additional amount, on any dividend payment on any share of RP which may be in arrears. (e) Except as otherwise provided herein, the Applicable Dividend Rate on each share of RP for each Dividend Period with respect to such share shall be equal to the rate per annum that if such results from implementation of the remarketing procedures described in Part II hereof. (f) The amount of declared dividends for each share of RP payable on each Dividend Payment Date in respect of any previous quarterly dividend period shall not have been paid on, the deficiency Dividend Period shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired computed by the Corporation from employees pursuant Trust by multiplying the Applicable Dividend Rate in effect with respect to the terms of any employee incentive plan, agreement or arrangement) including any dividends payable on such transfer, purchase or redemption share on such Dividend Payment Date by a subsidiary fraction the numerator of the Corporation. The time of any distribution by way of dividend which shall be the date number of declaration thereof days such share was outstanding from and including its Date of Original Issue or the preceding Dividend Payment Date, as the case may be, to and including the last day of such Dividend Period, and the denominator of which shall be 365, and then multiplying the percentage so obtained by $100,000. In accordance with the remarketing procedures described in Part II hereof, there may exist at any given time a number of Dividend Payment Dates for all outstanding shares of RP and dividends on any such share shall be payable only on a Dividend Payment Date applicable to such share. (g) No later than by 12:00 noon, New York City time, on each Dividend Payment Date, the Trust shall deposit in same-day funds with the Paying Agent the full amount of any distribution by purchase dividend declared and payable on such Dividend Payment Date on any share of RP. (h) The Applicable Dividend Rate for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; any share of RP for which an Optional Dividend Period or a Special Dividend Period would otherwise have commenced on the first day of a Non-Payment Period shall have, instead, a 7-day Dividend Period; and each Dividend Period commencing after the first day of, and during, a Non-Payment Period shall be a 7-day Dividend Period. Any amount of any dividend due on any Dividend Payment Date for any shares of RP (if, prior to 12:00 noon, New York City time, on such Dividend Payment Date, the Trust has declared such dividend payable on or within three Business Days after such Dividend Payment Date to the Holders of such shares of RP as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any shares of shares RP not paid to such Holders when due but paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, shall incur a late charge to be paid therewith to such Holders and calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period divided by 365. For the purposes of the foregoing and paragraphs 3(g) and 4(g) of this Part I, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the same time on the preceding Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (i) Except during a Non-Payment Period, by 1:00 p.m. on the Tender Date in the Remarketing at the end of the Initial Dividend Period applicable to a share of RP, and by 1:00 p.m. on the Tender Date in the Remarketing at the end of each subsequent Dividend Period applicable to a share of RP, the Beneficial Owner of such share may elect to tender such share or to hold such share for the next Dividend Period. If the Beneficial Owner of such share of RP elects to hold such share, such Beneficial Owner shall elect to hold such share for a 7-day Dividend Period or a 28-day Dividend Period or any available Optional Dividend Period or a Special Dividend Period if the succeeding Dividend Period with respect to such share has been designated by the Board of Trustees as a Special Dividend Period; provided that, (i) if such Beneficial Owner shall elect to hold such share for a 7-day Dividend Period or a 28-day Dividend Period, but (a) there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing, such Beneficial Owner shall hold such share for a 7-day Dividend Period, and the Applicable Dividend Rate shall be the Maximum Dividend Rate for a 7-day cash Dividend Period or property is transferred by (b) the Corporation, whether or not pursuant Remarketing Agents are unable to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares remarket in such exchange. The Remarketing all shares of RP subject to such Remarketing and tendered (or deemed tendered) to them at a price of $100,000 per share, such Beneficial Owner shall hold such share for the Dividend Period it had chosen and the Applicable Dividend Rate therefor shall be the applicable Maximum Dividend Rate, and (ii) if the Board of Directors may fix Trustees has designated the next succeeding Dividend Period with respect to such share as a record date for Special Dividend Period or such Beneficial Owner elects an available Optional Dividend Period with respect to such shares and there are no Remarketing Agents, the determination Remarketing Agents are not required to conduct a Remarketing or the Remarketing Agents are unable to remarket in the Remarketing on the Dividend Reset Date following such Tender Date all shares of holders RP tendered (or deemed tendered) to them at a price of Class A-1 Preferred Stock entitled to receive payment $100,000 per share, then the next succeeding Dividend Period in respect of a dividend declared thereon, which record date such share shall be no more than sixty (60) days.a 7-day Dividend Period, and the Applicable Dividend Rate

Dividends. (a) The holders Holders of the then outstanding Class A-1 shares of Series D Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative preferential cash dividends at the annual rate of 67.625% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of the $1.90625 per share purchase price ($1.10) of the Class A-1 Preferred Stockshare). Such dividends shall be cumulative from [ • ], 20211 and shall be payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, arrears on the fifteenth day of October, Januaryor before January 15, April 15, July 15 and July October 15 of each year or, if not a business day, the next succeeding business day (each of such dates being each, a “Dividend Payment Date”) commencing ). Any dividend payable on the date of issuance, and Series D Preferred Stock for any partial dividend period shall be procomputed on the basis of a 360-rated for the first such quarterly period if the same is less than 91 (ninetyday year consisting of twelve 30-one) daysday months. All shares of common stock Dividends shall be valued payable to holders of record as they appear in the stock records of the Corporation at the Fair Market Value thereof. As used herein Fair Market Value close of business on the applicable record date, which shall mean in be the last day of each of March, June, September and December, as the case of stock on a given datemay be, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date. Such ”). (b) No dividends on shares of Series D Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, dividends on the Series D Preferred Stock shall accrue on each such share commencing on whether or not the date terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of issue, and shall accrue from day to daydividends, whether or not earned the Corporation has earnings, whether or declared. Such dividends shall be cumulative so that if not there are funds legally available for the payment of such dividends in respect of any previous quarterly dividend period shall and whether or not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockdividends are declared. Accrued but unpaid dividends on the Series D Preferred Stock shall not bear interest. “Distribution” accumulate as of the Dividend Payment Date on which they first become payable. (d) Except as provided in this section 5 means Section 3(e) hereof, unless full cumulative dividends on the transfer of cash Series D Preferred Stock have been or property without considerationcontemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, whether by way of dividend or otherwise no dividends (except a dividend other than dividends in shares of Common Stock or dividends in shares of any series of Preferred Stock ranking junior to the CorporationSeries D Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the purchase Common Stock, or any Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any shares of Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series D Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter). (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series D Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series D Preferred Stock and the shares of any other series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and the shares of any other series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and the shares of any other series of Parity Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series D Preferred Stock which may be in arrears. 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). (f) Any dividend payment made on shares of the Corporation for cash or property (except for an exchange Series D Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Holders of shares of the Corporation or shares acquired by the Corporation from employees pursuant Series D Preferred Stock shall not be entitled to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationdividend, whether payable in cash, property or not pursuant to a contract stock in excess of an earlier date; provided that where a negotiable debt security is issued in exchange for shares full cumulative dividends on the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysas described above.

Dividends. (a) The From and after the Closing Date, each Holder, in preference and priority to the holders of all other classes or series of stock of the outstanding Class A-1 Preferred Stock Corporation, shall be entitled to receive, out with respect to each share, or fraction of funds legally available thereforea share, cumulative of Preferred Stock then outstanding and held by such Holder, dividends accruing on a daily basis, commencing from the date of issuance of such share of Preferred Stock, at the annual rate of 6% three percent (3%) per annum of the Stated Value per whole share purchase price ($1.10or proportion thereof with respect to fractional shares) of such series of Preferred Stock (the Class A-1 “Preferred StockDividends”). Such dividends The Preferred Dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, shall compound quarterly and shall be paid quarterly in arrears on the last day of March, June, September and December in each year, commencing [●], 2019. Such For the avoidance of doubt, dividends shall accrue daily on the Stated Value of each share of Preferred Stock as such Stated Value is increased by any payment of Preferred Dividends pursuant to the immediately succeeding sentence and such dividends shall be cumulative so considered accumulated upon the date scheduled for payment of such dividends. The Preferred Dividends shall be paid, at the option of the Corporation, in the form of cash or paid in kind by an increase in the Stated Value of the Preferred Stock, or any combination thereof. (b) In the event that if such dividends the Corporation shall at any time pay a dividend on or make a distribution in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” Stock in this section 5 means the transfer of cash or property without consideration, whether by way any other class or series of dividend or otherwise (except a dividend in shares capital stock of the Corporation) or the purchase or redemption of shares of , the Corporation for cash shall, at the same time and on the same terms, pay or property distribute to each Holder a dividend (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant distribution) equal to the terms dividend (or distribution) that would have been payable or made to such Holder if the shares, or fraction of any employee incentive plana share, agreement or arrangement) including any of Preferred Stock held by such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be Holder had been converted into Common Stock on the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Common Stock entitled to receive such dividend or distribution (the “Participating Dividends”). (c) Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accumulated with respect to the Preferred Stock, such payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdistributed pro rata among the Holders entitled thereto based upon the Stated Value on all shares of Preferred Stock held by each such Holder.

Dividends. (a) The When and as declared by the Corporation’s Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall be obligated to pay preferential dividends to the holders of the outstanding Class A-1 Series A Preferred Stock prior and in preference to Common Stock as provided in this Section II.1. Dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall be entitled to receive, out of funds legally available therefore, cumulative dividends accrue at the annual rate of 68% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock annum, compounded quarterly, on the fifteenth day sum of October, January, April the Series A Liquidation Preference thereof plus all accumulated and July (each unpaid dividends thereon from and including the Date of Issuance of such dates being a “Dividend Payment Date”Series A Share to and including the first to occur of (i) commencing on the date on which the Series A Liquidation Preference of issuancesuch Series A Share, plus all accrued and shall be pro-rated for unpaid dividends thereon, is paid to the first holder thereof in connection with the liquidation of the Corporation, (ii) the date on which such quarterly period if the same Series A Share is less than 91 (ninety-one) days. All converted into shares of common stock shall be valued at Common Stock hereunder or (iii) the Fair Market Value thereof. As used herein Fair Market Value shall mean in date on which such Series A Share is otherwise acquired by the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment DateCorporation. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned they have been declared and whether or declared. Such not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative so such that if such all accrued and unpaid dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. To the extent not paid on March 31, June 30, September 30, and December 31 of each year, with respect to each Series A Share (the “Dividend Reference Dates”), all dividends which have accrued on each Series A Share outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such shares before Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. Except as otherwise provided herein, if at any time the Corporation makes pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed, pro rata among the holders of Series A Preferred based upon the preferences set forth in Section II.1(a) above and based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. In the event that the Corporation declares or pays any distribution dividends upon the Common Stock (as hereinafter definedwhether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series A Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock. Accrued but unpaid , the dividends shall not bear interest. “Distribution” in this section 5 means which would have been declared and paid with respect to the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares Common Stock issuable upon conversion of the Corporation) or the purchase or redemption of shares Series A Preferred Stock had all of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant outstanding Series A Preferred Stock been converted immediately prior to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for such dividend, or if no record date is fixed, the determination date as of which the record holders of Class A-1 Preferred Common Stock entitled to receive payment of a dividend declared thereon, which record date shall such dividends are to be no more than sixty (60) daysdetermined.

Dividends. (a) The holders of It is agreed that (i) the outstanding Class A-1 Preferred Stock Parties shall be entitled take such actions as are necessary to receive, out of funds legally available therefore, cumulative dividends at ensure that the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect timing of any previous regular quarterly dividend period shall not have been paid onto common stockholders or shareholders by either Company or Parent prior to the Closing will be coordinated so that, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to if either the holders of Company Common Stock or the holders of Parent Common Shares receive a distribution for a particular calendar quarter prior to the Closing Date, then the holders of Parent Common Shares and the holders of Company Common Stock, respectively, shall also receive a distribution for such calendar quarter prior to the Closing Date and (ii) the Parties will coordinate such that any such quarterly distribution by Company and Parent shall have the same record date and the same payment date, which shall be consistent with Parent’s historical record dates and payment dates unless otherwise agreed between the Parties, in order to ensure that the common stockholders of Company and the common shareholders of Parent receive the same number of such dividends prior to the Effective Time (provided that the amount of any such quarterly dividend declared by Company shall be consistent with Section 6.1(b)(ii) and the amount of any such quarterly dividend declared by Parent shall be consistent with Section 6.2(b)(ii)). (b) If Company or any Company Subsidiary, in consultation with Parent, determines that it is necessary to declare a Permitted REIT Dividend, Company shall notify Parent at least twenty (20) days prior to the anticipated Closing Date. Accrued but unpaid dividends shall not bear interest. “Distribution” Notwithstanding anything to the contrary contained herein, in this section 5 means the transfer of cash event Company declares a Permitted REIT Dividend other than a Permitted REIT Dividend necessitated by action or property without consideration, whether actions requested by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees Parent pursuant to Section 7.17, the terms Exchange Ratio will be ratably adjusted to the extent necessary or appropriate to reflect fully the effect of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of change resulting from the CorporationPermitted REIT Dividend. The time of record date and payment date for any distribution Permitted REIT Dividend payable by way of dividend Company or any Company Subsidiary shall be the close of business on the last Business Day prior to the Closing Date. (c) If Parent or any Parent Subsidiary, in consultation with Company, determines that it is necessary to declare a Permitted REIT Dividend, Parent shall notify Company at least twenty (20) days prior to the anticipated Closing Date. Notwithstanding anything to the contrary contained herein, in the event Parent declares a Permitted REIT Dividend, the Exchange Ratio will be ratably adjusted to the extent necessary or appropriate to reflect fully the effect of such change resulting from the Permitted REIT Dividend. The record date of declaration thereof and the time of payment date for any distribution Permitted REIT Dividend payable by purchase Parent or redemption of shares any Parent Subsidiary shall be the day cash or property is transferred by close of business on the Corporation, whether or not pursuant last Business Day prior to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysClosing Date.

Dividends. Declare or pay, or permit any of its Subsidiaries to declare or pay, any dividends or make any other distribution on Capital Stock of Rayonier or any of its Subsidiaries (a) The holders other than dividends or distributions payable solely in Capital Stock of the outstanding Class A-1 Preferred Stock shall be entitled to receiveRayonier or, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given datedividends paid to Rayonier or any of its Subsidiaries, the average Capital Stock of such Subsidiary) or purchase, redeem, defease or otherwise acquire or retire for value, or permit any of its Subsidiaries to purchase, redeem, defease or otherwise acquire or retire for value any of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment DateCapital Stock of Rayonier or any of its Subsidiaries at any time outstanding except as provided in this Section 5.03(a). Such dividends shall accrue on each such share commencing on the date So long as no Default or Event of issueDefault has occurred and is then continuing, Rayonier and shall accrue from day to day, whether or not earned or declared. Such dividends its Subsidiaries shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid onpermitted to redeem, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend repurchase or otherwise (except a dividend acquire or retire any of their respective Capital Stock and declare and pay dividends on their respective Capital Stock from time to time in shares of the Corporation) amounts determined by Rayonier or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant such Subsidiaries; provided, however, that subject to the terms of the next sentence, in no event shall Rayonier (or, after any employee incentive planAdditional Borrower Effective Date, agreement the Additional Borrower) declare or arrangementpay dividends on its Capital Stock if dividends (other than dividends or distributions payable solely in Capital Stock of Rayonier (or, after the Additional Borrower Effective Date, the Additional Borrower)) including paid in, or with respect to, any period of four Fiscal Quarters, in the aggregate, would exceed the sum of (1) 90% of Funds From Operations for such transfer, purchase or redemption by a subsidiary period plus (2) the aggregate amount of dividends permitted pursuant to the foregoing clause (1) in the preceding period of four Fiscal Quarters in excess of the Corporationaggregate amount dividends actually paid during such period. The time of any distribution by way of dividend shall be Notwithstanding the date of declaration thereof and foregoing, unless at the time of such distribution any distribution by purchase or redemption Event of shares Default has occurred and is then continuing under Section 6.01(a), Rayonier (and, if applicable any Additional Borrower) shall be the day permitted to declare and pay whatever amount of cash or property dividends is transferred by the Corporation, whether or not pursuant necessary for Rayonier to maintain its tax status as a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysREIT.

Dividends. (a) The From and after the date of this Agreement until the earlier of the Company Merger Effective Time and termination of this Agreement pursuant to Section 8.1, neither the Company nor PECO shall authorize, make, declare or set aside any dividend or other distribution to its stockholders without the prior written consent of the Company (in the case of PECO) or PECO (in the case of the Company); provided, however, that the written consent of the other Party shall not be required for the authorization and payment by the Company of dividends in the Ordinary Course of Business (“Company Permitted Dividend”) or by PECO of dividends in the Ordinary Course of Business (a “PECO Permitted Dividend”, and together with the Company Permitted Dividends, each a “Permitted Dividend”), as applicable. In the event that (i) a Company Permitted Dividend has (A) a record date prior to the Company Merger Effective Time and (B) has not been paid as of immediately prior to the Company Merger Effective Time (regardless of the declared date for the payment thereof), the holders of Company Shares shall be entitled to receive such distribution from the outstanding Class A-1 Preferred Company immediately prior to the time such shares are exchanged pursuant to Article II or (ii) a PECO Permitted Dividend has (A) a record date prior to the Company Merger Effective Time and (B) has not been paid as of immediately prior to the Company Merger Effective Time (regardless of the declared date for the payment thereof), the holders of shares of PECO Common Stock shall be entitled to receivereceive such distribution from PECO in connection with the Closing. Notwithstanding the foregoing and any other restriction on dividends and other distributions in this Agreement, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares each of the Company’s Class A-1 Preferred Stock quarterly, on any Company Subsidiary, PECO, and any PECO Subsidiary shall be permitted (without the fifteenth day consent of Octoberthe other Party) to declare and make dividends and distributions, Januaryincluding under Sections 858 or 860 of the Code, April and July (each prior to the Closing if the making of such dates being a “Dividend Payment Date”) commencing on dividends or distributions prior to the date of issuance, and shall be pro-rated Closing is necessary for the first such quarterly period if Company or PECO, as applicable, to maintain its status as a REIT under the same Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law. If the Company or PECO, as applicable, determines that it is less than 91 necessary to declare a dividend or distribution (ninety-one) days. All shares of common stock whether a Company Permitted Dividend, a PECO Permitted Dividend or otherwise), it shall be valued at notify the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for PECO or the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends , as applicable, as soon as reasonably practicable prior to such declaration. (b) The Parties shall accrue on each take such share commencing on the date of issue, and shall accrue from day actions as are necessary to day, whether or not earned or declared. Such dividends shall be cumulative so ensure that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Company Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means Stock and Company Partnership Units receive the transfer of cash or property without considerationCompany Permitted Dividend for a particular period prior to the Closing Date, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption holders of shares of PECO Common Stock and PECO OP Units receive the Corporation PECO Permitted Dividend for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant a particular period prior to the terms Closing Date, then the holders of any employee incentive planCompany Common Stock and Company Partnership Units or the holders of PECO Common Stock and PECO OP Units, agreement or arrangement) including any such transferas the case may be, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment the applicable Permitted Dividend for such period as necessary to result in the holders of Company Common Stock and Company Partnership Units and the holders of PECO Common Stock and PECO OP Units receiving the applicable Permitted Dividend (or any portion thereof) covering the same periods prior to the Closing Date. The timing of any such dividends will be coordinated so that, if either the holders of Company Common Stock and Company Partnership Units or the holders of PECO Common Stock and PECO OP Units receive a dividend declared thereondistribution for a particular period prior to the Closing Date, which record date then the holders of Company Common Stock and Company Partnership Units and the holders of PECO Common Stock and PECO OP Units, respectively, shall be no more than sixty (60) daysreceive a distribution for such period prior to the Closing Date.

Dividends. (a) The holders of From after the outstanding Class A-1 Preferred Stock Effective Date, the Holders shall be entitled to receive, out of funds legally available thereforeon a quarterly basis with payments to occur no later than 75 days in arrears from each reporting period (each, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”), subject to a year-end reconciliation, out of funds legally available therefor, dividends on each share of Class B Preferred Stock at a rate per annum equal to the greater of (A) commencing on five percent (5%) of GAAP net income of the date of issuanceMTIX operating business calculated for a particular calendar year, and (B) a $2.50 per share of Class B Preferred Stock (in either case, the “Dividend Percentage”). All dividends provided for in clause (i) above shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, accruing on an annual basis from the Effective Date. Such In the event that the Corporation shall not have funds legally available for, or is otherwise prohibited by the NRS, or any other applicable law, from paying any amounts under this Section 3(a), the obligation to pay such amounts shall be carried forward and fulfilled when such funds are legally available and the Corporation is permitted to do so under the NRS or any other applicable law. (b) All dividends paid with respect to shares of the Class B Preferred Stock pursuant to Section 3(a) shall be paid pro rata to the Holders entitled thereto. (i) No full dividends shall be declared by the Board of Directors or paid or set apart for payment by the Corporation on any Parity Securities for any period unless full cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been or contemporaneously are declared and paid onin full, the deficiency shall be fully paid on or declared and a sum in cash set apart sufficient for such payment, on the Class B Preferred Stock for all periods terminating on or prior to the date of payment of such full dividends on such Parity Securities. If any dividends are not so paid in full, all partial dividends declared upon shares of the Class B Preferred Stock and any Parity Securities shall be declared pro rata so that the amount of dividends declared per share on the Class B Preferred Stock and such Parity Securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Class B Preferred Stock and such Parity Securities bear to each other. (ii) So long as any share of the Class B Preferred Stock is outstanding, the Corporation shall not declare, pay or set apart for such shares before payment any dividend on any of the Corporation makes Junior Securities, or make any distribution (as hereinafter defined) to payment on account of, or set apart for payment money for a sinking or other similar fund for, the holders purchase, redemption or other retirement of, any of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of cash or property without considerationthe Junior Securities, whether by way of dividend in cash, obligations or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation from employees pursuant to purchase or redeem any of the Junior Securities or any such warrants, rights, calls or options (other than in exchange for Junior Securities) unless full cumulative dividends determined in accordance herewith on the Class B Preferred Stock have been paid in full for all periods ended prior to the terms date of such. (iii) So long as any employee incentive planshare of the Class B Preferred Stock is outstanding, agreement the Corporation shall not (except with respect to dividends as permitted by Section 3(c)(i)) make any payment on account of, or arrangement) including set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Parity Securities, whether in cash, obligations or shares of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Parity Securities or any such transferwarrants, purchase rights, calls or redemption by options. (d) Dividends payable on the Class B Preferred Stock for any period less than a subsidiary year shall be computed on the basis of a 360-day year of twelve 30-day months and, for periods not involving a full calendar month, the actual number of days elapsed (not to exceed 30 days). (e) Dividends payable on the Class B Preferred Stock shall be payable in cash or in Common Stock at the discretion of the Corporation. The time of any distribution by way of dividend In the event that the Corporation elects to pay the dividends in Common Stock, it shall be the date of declaration thereof and the time of any distribution by purchase or redemption issue that number of shares shall be of Common Stock determined by dividing the day cash or property is transferred amount of the dividend by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date average price per share for the ten (10) trading days immediately preceding the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereondate as reported by Bloomberg, which record date shall be no more than sixty (60) days.L.P.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available thereforefor payment, cumulative dividends at the annual rate of 6% per annum Dividend Rate (“Dividends”). Dividends on the Preferred Stock shall be paid quarterly in arrears at the Dividend Rate in cash or, at the election of the per share purchase price Corporation, subject to receipt of any necessary Shareholder Approval ($1.10to the extent necessary), in Common Stock as provided pursuant to Section 4. For the avoidance of doubt, unless prohibited by applicable law, (i) the Board shall not fail to declare such Dividends on Preferred Stock and (ii) notwithstanding anything contained herein to the contrary, dividends on the Preferred Stock shall accrue for all fiscal periods during which the Preferred Stock is outstanding, regardless of whether the Class A-1 Preferred StockCorporation has earnings in any such period, whether there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Such dividends Dividends shall be payable in arrears on each Dividend Payment Date to the holders of record of Preferred Stock as they appear on the Corporation’s stock register at the close of business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during such period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any Outstanding share of the Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a sufficient sum has been set apart for the payment of such dividend, upon all Outstanding shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Stock. (each of such dates being c) No dividends or other distributions (other than a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All dividend or distribution payable solely in shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Parity Stock or Junior Stock (in the case of stock Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation (except by (i) conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash solely in lieu of fractional shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Parity Stock) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority), unless all Accumulated Dividends (as of the date of such declaration, payment, redemption, purchase or acquisition) shall have been or contemporaneously are declared and paid in cash. Further, no dividends or other distributions (other than a dividend or distribution payable solely in shares of Junior Stock and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Junior Stock (except payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority) unless the payment of the dividend in respect of the Preferred Stock for the most recent dividend period ending on or prior to the date of such declaration or payment has been declared and paid in cash or declared and a sum of cash sufficient for the payment thereof has been set aside for such payment. Notwithstanding the foregoing, if full dividends have not been paid on the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other at the time of declaration. (d) Holders of shares of Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends (it being understood that this Section 3(d) shall not limit the Corporation’s obligations pursuant to Section 3(a). (e) If any Dividend Payment Date falls on a given dateday that is not a Business Day, the average required payment will be on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the closing bid prices for delay. (f) The holders of shares of Preferred Stock at the Companyclose of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance with Sections 8 or 9 following such Dividend Record Date or the Corporation’s common stock for default in payment of the ten trading days immediately preceding the dividend due on such Dividend Payment Date. Such dividends In the case of conversion of shares of Preferred Stock pursuant to Section 5 following the close of business on a Dividend Record Date but prior to the corresponding Dividend Payment Date, the holders of such shares shall accrue on each not be entitled to receive the corresponding dividend payment following conversion (it being understood that the value thereof is included in the conversion terms set forth in Section 5). (g) Notwithstanding anything herein to the contrary, to the extent that any Holder’s right to participate in any Dividend would result in the Holder exceeding the Beneficial Ownership Limitation or the Permitted Percentage Limitation, then the rights appurtenant to such share commencing on Dividend to which such Holder is entitled pursuant hereto shall be limited to the date of issue, and same extent provided in Section 11 hereof. (h) Except as provided in Section 8 the Corporation shall accrue from day to daymake no payment or allowance for unpaid dividends, whether or not earned in arrears, on converted shares of Preferred Stock or declared. Such for dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, on the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is Stock issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysupon conversion.

Dividends. (a) Each of Parent and the Company shall declare a dividend to their respective stockholders, the record and payment date for which shall be the close of business on the last Business Day prior to the Effective Time, in each case, subject to funds being legally available therefor. The per share dividend amount payable by the Company shall be an amount equal to (i) the Company’s most recent monthly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar month in which such dividend is declared, plus (ii) if necessary to enable the Company to make aggregate dividend distributions during its final taxable period equal to the Minimum Distribution Dividend, an additional amount (the “Company Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend, plus (iii) the Parent Additional Dividend Amount, if any, divided by the quotient of (A) one (1) divided by (B) the Exchange Ratio. The per share dividend amount payable by Parent shall be an amount equal to (i) Parent’s most recent quarterly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) the Company Additional Dividend Amount, if any, divided by the Exchange Ratio, plus (iii) if necessary to enable Parent to make aggregate dividend distributions during the taxable year that includes the Closing Date equal to the Minimum Distribution Dividend, an additional amount (the “Parent Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. If the Company determines it is necessary to declare the Additional Dividend Amount, the Company shall notify Parent of such determination at least ten (10) days prior to the Company Stockholder Meeting. (b) Subject to Section 6.18(a), Parent shall not make, declare or set aside any dividend or other distribution to its stockholders other than the authorization and payment of (i) distributions at its stated dividend or distribution rates with respect to the Parent Preferred Stock and (ii) regular quarterly cash distributions in respect of Parent Common Stock at an annual rate not in excess of $2.90 per share (with such increases in such annual rate as may be approved by Parent’s board of directors from time to time). (c) In the event that a distribution or dividend with respect to the shares of Company Common Stock permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of the outstanding Class A-1 Preferred shares of Company Common Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends receive such distribution or dividend from the Company at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for time such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees are exchanged pursuant to the terms Article III of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysthis Agreement.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receivereceive with respect to each share of Preferred Stock, at the Company’s option, either (i) out of any funds or assets legally available thereforefor that purpose, cumulative dividends dividends, whether or not declared or paid, payable in cash (a “Cash Dividend”) at the annual rate of 66.5% per annum of the Accreted Value per share purchase price in effect immediately after the prior Dividend Payment Date ($1.10or the Issue Date in respect of the first Dividend Payment Date) (the “Cash Dividend Rate”) or (ii) an increase in the Accreted Value per share (a “PIK Dividend”) at an annual rate of 8.0% (compounded quarterly) of the Class A-1 Preferred StockAccreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) (the “Accretion Rate”), in each case of clause (i) and (ii), based on a 360-day year of twelve 30-day months. Such dividends Cash Dividends shall only be payable when, as and if declared by the Board of Directors. To the extent that the Board of Directors so declares, such Cash Dividends shall be payable in shares of arrears on each Dividend Payment Date for the Company’s Class A-1 Preferred Stock quarterly, quarterly period ending on the fifteenth day of October, January, April and July (each of Dividend Record Date immediately prior to such dates being a “Dividend Payment Date”) commencing , to the Holders of record of Preferred Stock at the close of business on such Dividend Record Date. If a Dividend Payment Date is not a Business Day, then the Cash Dividend shall be due and payable on the date of issuance, and shall be pro-rated for the first Business Day following such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such In the event that the Company does not declare and pay a Cash Dividend at the Cash Dividend Rate on any Dividend Payment Date pursuant to this Section 3(a), then upon such Dividend Payment Date on which such Cash Dividend is not paid, the Accreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) shall be increased automatically at the Accretion Rate. If the amount of accrued and unpaid dividends is to be determined as of any date other than a Dividend Payment Date (for example, if determined on a Conversion Date, a Mandatory Conversion Date or a Redemption Date and such date is not a Dividend Payment Date), dividends shall accrue at the Accretion Rate daily (compounding quarterly on each such share commencing on the date of issue, and shall accrue from day to dayDividend Payment Date), whether or not earned or declared. Such dividends shall be cumulative so , from and after the Issue Date or the most recent Dividend Payment Date, as applicable; provided, that if such dividends the Company pays Cash Dividends in respect of any previous Dividend Payment Date, dividends shall accrue at the Cash Dividend Rate for the immediately following quarterly period. (b) No dividends or other distributions (other than a dividend period or distribution payable solely in shares of Junior Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock (if such issuance of Parity Stock has been approved in accordance with Section 4(b)) (in the case of Parity Stock) or Junior Stock (in the case of Parity Stock or Junior Stock); provided that this restriction shall not apply to (i) the repurchase of Equity Securities from directors, employees, or consultants of the Company or any of its subsidiaries pursuant to agreements under which the Company has the obligation to repurchase such shares upon the occurrence of certain events, such as the termination of service to the Company or a subsidiary, in an aggregate amount not to exceed $5.0 million, (ii) regular cash dividends, and mandatory repurchases, redemptions or liquidation payments required by the terms of the certificate of designations for the Series A Preferred Stock (including any Delayed Dividends (as defined by the terms of the certificate of designations for the Series A Preferred Stock)), except that the Company may pay cash to effect any such repurchase or redemption, only so long as the Company has concurrently offered to repurchase the Preferred Stock on the terms set forth in Section 8(b) hereof); (iii) dividends, distributions, redemptions, purchases or other acquisitions for which the Company has obtained consent of the Holders pursuant to Section 4(b)(iii) or (iv) any repurchases, redemptions or other acquisitions of Common Stock made in lieu of withholding taxes in connection with any exercise of employee stock options to acquire Common Stock. (c) No dividends or other distributions on the Preferred Stock (other than a dividend or distribution payable solely in shares of Preferred Stock, including PIK Dividends) may be declared, made or paid, or set apart for payment upon, any Preferred Stock, nor may any Preferred Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Preferred Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Preferred Stock or Parity Stock or Junior Stock), unless all accumulated and unpaid dividends shall have been paid on, the deficiency shall be fully paid on or contemporaneously are declared and paid, or are declared and a sum of cash sufficient for the payment thereof is set apart for such shares before payment, on the Corporation makes Series A Preferred Stock, the Preferred Stock and any distribution (as hereinafter defined) Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock, the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock, the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Series A Preferred Stock, the Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series A Preferred Stock, the Preferred Stock and such other Parity Stock bear to each other. (d) Each Holder shall be entitled to any dividend or other distribution paid or made with respect to any share of Common Stock to the same extent as if such Holder had converted its Preferred Stock and held such shares of Common Stock on the record date for such dividend or other distribution. Payments or other distributions under the preceding sentence shall be paid or made to Holders concurrently with the related dividend or other distribution to holders of Common Stock. Accrued but unpaid dividends Except as provided in this Section 3(d) and Section 3(a), Holders shall not bear interest. “Distribution” be entitled to any dividends or other distributions on the Preferred Stock, whether payable in cash, property or stock. (e) Notwithstanding anything in this section 5 means Certificate of Designation to the transfer contrary, upon the occurrence and during the continuance of any Trigger Event, the Dividend Rate, whether payable in cash or property without considerationby PIK Dividend, whether shall increase by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days3.0% per annum.

Dividends. (a) From and after the date of this Agreement and prior to the Closing, the Company shall not make any dividend or distribution to its shareholders, and Company OP shall not make any distribution to its partners, in each case without the prior written consent of Parent in its sole discretion; provided, however, that the prior written consent of Parent shall not be required for the authorization and payment of (i) regular quarterly distributions not to exceed $0.24 per Company Common Share per quarter to the holders thereof for the quarter ending September 30, 2006 and for each quarter thereafter ending prior to the Effective Times (with regular declaration and payment dates); (ii) a special dividend required by the Code for the Company to maintain its qualification as a REIT or necessary to eliminate any federal Tax liability, after giving effect to any payments made or to be made pursuant to clause (i); (iii) a distribution per Company OP Unit in the same amount as a dividend per Company Common Share permitted pursuant to clauses (i) and (ii) above, with the same record and payment dates as such dividends on Company Common Shares, (iv) a quarterly distribution of $0.46875 per Company Preferred Share on record and payment dates set forth in the Declaration prior to the Effective Times (with regular declaration and payment dates); (v) distributions from Company OP to the Company sufficient to permit the Company to make the distributions with respect to the Company Preferred Shares described in clause (iv) above. (b) Each of Parent and the Company shall declare a dividend to their respective shareholders, the record date for which shall be the close of business on the last Business Day prior to the Merger Effective Time. The per share dividend amount payable by each party shall be an amount equal to such party’s most recent quarterly dividend rate, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Merger Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend is declared. (c) In the event that a distribution with respect to the Company Common Shares and the Company Preferred Shares permitted by this Section 6.9 (including pursuant to Section 6.9(b) above) has (i) a record date prior to the Effective Times and (ii) has not been paid as of the Effective Times, the holders of the outstanding Class A-1 Company Common Shares and Company Preferred Stock Shares shall be entitled to receive, out of funds legally available therefore, cumulative dividends receive such distribution from the Company at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for time such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees are exchanged pursuant to the terms Article II of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysthis Agreement.

Dividends. Each of Parent and the Company shall declare a dividend to their respective stockholders, the record and payment date for which shall be the close of business on the last Business Day prior to the Effective Time, in each case, subject to funds being legally available therefor. The per share dividend amount payable by the Company shall be an amount equal to (ai) the Company’s most recent monthly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar month in which such dividend is declared, plus (ii) if necessary to enable the Company to make aggregate dividend distributions during its final taxable period equal to the Minimum Distribution Dividend, an additional amount (the “Company Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend, plus (iii) the Parent Additional Dividend Amount, if any, divided by the quotient of (A) one (1) divided by (B) the Exchange Ratio. The per share dividend amount payable by Parent shall be an amount equal to (i) Parent’s most recent monthly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar month in which such dividend is declared, plus (ii) the Company Additional Dividend Amount, if any, divided by the Exchange Ratio, plus (iii) if necessary to enable Parent to make aggregate dividend distributions during the taxable year that includes the Closing Date equal to the Minimum Distribution Dividend, an additional amount (the “Parent Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. If the Company determines it is necessary to declare the Additional Dividend Amount, the Company shall notify Parent of such determination at least ten (10) days prior to the Company Stockholder Meeting. If Parent determines it is necessary to declare the Parent Additional Dividend Amount, the Parent shall notify the Company of such determination at least ten (10) days prior to the Company Stockholder Meeting. In the event that a distribution with respect to shares of Company Common Stock permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of the outstanding Class A-1 Preferred shares of Company Common Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends receive such distribution from the Company at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for time such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees are exchanged pursuant to the terms Article III of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.this Agreement

Dividends. (a) The holders of the shares of outstanding Class A-1 Redeemable Convertible Preferred Stock shall be entitled to receiveentitled, when, as and if declared by the Board of Directors, out of funds legally lawfully available therefore, therefor to receive cumulative dividends at the annual rate of 6% per annum of the 15% per share purchase price on the Liquidation Preference (equivalent to $1.1015.00 per annum per share), subject to adjustment as provided herein, payable quarterly in arrears (the “DIVIDEND RATE”). The Dividend Rate shall decrease to a rate per annum of 12% per share on the Liquidation Preference (equivalent to $12 per annum per share) if the Closing Price of the Class A-1 Preferred StockCommon Stock equals or exceeds 150% of the then-effective Conversion Price for at least 180 consecutive Trading Days. Such dividends Dividends payable for each full Dividend Period will be computed by dividing the Dividend Rate by four and shall be payable in shares of arrears on each Dividend Payment Date for the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of Dividend Period ending immediately prior to such dates being a “Dividend Payment Date”) commencing , to the holders of record of Redeemable Convertible Preferred Stock at the close of business on the date of issuance, and shall be pro-rated for the first Record Date applicable to such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any Dividend Period or Dividend Periods there shall be funds of the Company legally available for the payment of such share commencing on the date of issue, dividends) and shall accrue from on a day-to-day to daybasis, whether or not earned or declared, from and after the Issue Date. Such dividends Dividends payable for any partial Dividend Period or for the initial Dividend Period ending on the day immediately prior to [ ] [Note: the first Dividend Payment Date after the Swap Closing to be inserted], shall be cumulative so that if such computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulations of dividends in respect on shares of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Redeemable Convertible Preferred Stock shall not bear interest. “Distribution” in this section 5 means The initial dividend rate on the transfer Redeemable Convertible Preferred Stock for the initial Dividend Period, commencing on the Issue Date (assuming an Issue Date of [ ] [Note: the date of the Swap Closing to be inserted] and a then-applicable Dividend Rate of 15% per annum), will be $15 per share, subject to adjustment as provided for herein, and will be payable, when, as and if declared by the Board of Directors, on [ ] [Note: the first Dividend Payment Date after the Swap Closing to be inserted] out of funds lawfully available therefor. Each subsequent quarterly dividend on the Redeemable Convertible Preferred Stock, when, as and if declared by the Board of Directors, will be $3.75 per share, subject to adjustment as provided for herein. (b) No dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Redeemable Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid, or declared and a sufficient sum of cash and/or number of shares of Redeemable Convertible Preferred Stock or property without considerationCommon Stock, if permitted under Section 3A, has been set apart for the payment of such dividend upon all outstanding shares of Redeemable Convertible Preferred Stock. (c) Holders of shares of Redeemable Convertible Preferred Stock shall not be entitled to any dividends on the Redeemable Convertible Preferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Redeemable Convertible Preferred Stock which may be in arrears. (d) If (i) within 45 days after a demand to file the Shelf Registration Statement has been made in accordance with the Investor Rights Agreement, the Shelf Registration Statement has not been filed with the Commission, (ii) within 135 days after a demand to file the Shelf Registration Statement has been made in accordance with the Investor Rights Agreement, the Shelf Registration Statement has not been declared effective by way the Commission or (iii) after the Shelf Registration Statement has been declared effective by the Commission, (A) the Shelf Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of dividend Transfer Restricted Securities during the period that any Transfer Restricted Securities (other than Transfer Restricted Securities held or otherwise beneficially owned by Affiliates of the Company, other than the Initial Holder) remain outstanding (except each such event referred to in clauses (i), (ii) and (iii), a dividend “REGISTRATION DEFAULT”), additional dividends shall accrue on the Redeemable Convertible Preferred Stock at the rate of 1.00% (100 basis points) per annum above the Dividend Rate for the first 30 days of such Registration Default, increasing to a rate of 1.50% (150 basis points) per annum thereafter, until all Registration Defaults have been cured from, and including, the date on which any such Registration Default shall occur to, but excluding, the date on which all Registration Defaults have been cured, subject to the exceptions set forth in Section 3(e). At all other times, dividends shall accumulate on the Redeemable Convertible Preferred Stock only at the Dividend Rate. (e) Additional dividends shall not accrue on the Redeemable Convertible Preferred Stock as a result of any Registration Default referred to in clause (iii) of Section 3(d) if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus, (B) the filing of a post-effective amendment to the Shelf Registration Statement to cover new Holders or beneficial owners of the Redeemable Convertible Preferred Stock or additional shares of the CorporationRedeemable Convertible Preferred Stock acquired by any existing Holder or beneficial owner of the Redeemable Convertible Preferred Stock or (C) other material events with respect to the Company that would need to be described in the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (i)(C), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in the case of clauses (i)(A) or the purchase or redemption (C), if such Registration Default referred to in clause (iii) of shares Section 3(d) occurs for a continuous period in excess of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan30 days, agreement or arrangementadditional dividends as described in Section 3(d) including any such transfershall accrue in accordance therewith from, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be and including, the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporationsuch Registration Default occurs until, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is but excluding, the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysRegistration Default is cured.

Dividends. (a) The holders To the extent necessary to satisfy the requirements of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10Section 857(a)(1) of the Class A-1 Preferred Code for the taxable year of ICH ending at the Effective Time, ICH shall declare and pay a dividend (the "Final ICH Dividend") to holders of shares of ICH Stock, the record and payment dates for which shall be on or before the close of business on the last business day prior to the Effective Time, in an amount sufficient to permit ICH to satisfy such requirements. Such If ICH determines it necessary to declare the Final ICH Dividend, and such Final ICH Dividend is not paid in the ordinary course of business, consistent with past practice, as provided in Section 5.2(a)(i) hereof, it shall notify ACT at least ten days prior to the date for the ICH Stockholder Meeting (as defined below), and ACT shall declare a dividend per ACT Common Share, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final ICH Dividend per share of ICH Stock paid by ICH by (y) the Exchange Ratio. (b) No dividends or other distributions with respect to ACT Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the ACT Common Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.5, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat laws, as soon as reasonably practicable following surrender of any such Certificate there shall be paid to the holder of such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional ACT Common Share to which such holder is entitled pursuant to Section 2.5 and (ii) if such Certificate is exchangeable for one or more whole ACT Common Shares, (x) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole ACT Common Shares and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole ACT Common Shares. (c) Notwithstanding any provision of this Article II to the contrary, dividends shall be payable in shares paid by ICH pro rata with respect to each outstanding share of the Company’s Class A-1 Preferred beneficial interest within a particular class of ICH Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends paid by ACT pro rata with respect to each outstanding share of beneficial interest of ACT within a particular class in respect accordance with the requirements of any previous quarterly Section 562(c) of the Code (including, as necessary, by transferring cash to an appropriate paying agent), and no dividend period payments shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) accrue to the holders benefit of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash ACT or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation ICH for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment failure of a dividend declared thereon, which record date shall be no more than sixty (60) daysformer holder of ICH Stock to surrender any certificate representing any share of ICH Stock.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Dividends that become payable on Restricted Shares -------------------- shall be entitled held by the Company in escrow in accordance with the provisions of this Agreement. In this connection, on each Common Stock dividend payment date while the Restricted Shares remain outstanding and restricted hereunder (each, a "RS Dividend Date"), the Company shall be deemed to receivehave reinvested any cash dividend otherwise then payable on the Restricted Shares in a number of phantom shares of Common Stock (including any fractional share) equal to the quotient of such dividend divided by the Market Value of a share of Common Stock on such RS Dividend Date and to have credited such shares to an unfunded book account in the Grantee's name (the "Dividend Escrow Account"). As of each subsequent RS Dividend Date, out of funds legally available therefore, cumulative dividends the phantom shares then credited to the Dividend Escrow Account shall be deemed to receive a dividend at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends then applicable dividend rate, which shall be reinvested in the same manner in such account in the form of additional phantom shares. If any dividend payable on any RS Dividend Date is paid in shares the form of Common Stock, then any such stock dividend shall be treated as additional Restricted Shares under this Agreement, with such additional Restricted Shares being subject to the Company’s Class A-1 Preferred Stock quarterlysame vesting and other restrictions as the Restricted Shares with respect to which dividends became payable, on and with any fractional share being treated as a cash dividend that is subject to the fifteenth day of October, January, April escrow and July (each of such dates being a “Dividend Payment Date”) commencing on reinvestment procedures in this Section 4. Any other non-cash dividends credited with respect to Restricted Shares shall be subject to the date of issuanceescrow and reinvestment procedures in this Section 4, and shall be pro-rated valued for purposes of this Section 4 at the first such quarterly period if fair market value thereof as of the same is less than 91 relevant RS Dividend Date, as determined by the Compensation Committee of the Board of Directors (ninety-onethe "Committee") daysin its sole discretion. All On the Vesting Date, the Company shall deliver out of escrow to the Grantee that whole number of shares of common stock shall be valued at Common Stock equal to the Fair Market Value thereof. As used herein Fair Market Value shall mean in whole number of phantom shares then credited to the case of stock on a given date, Dividend Escrow Account as the average result of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, deemed investment and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends reinvestment in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in phantom shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant dividends attributable to the terms Restricted Shares. The value of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend fractional share shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued paid in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayscash.

Dividends. (a) The holders record owner of the outstanding Class A-1 Preferred Stock each Voting Trust Certificate shall be entitled to receivereceive his pro rata share of any dividends paid or distributed by the Company upon the Shares represented by the Voting Trust Certificates and all other corporate distributions made by the Company in respect of such Voting Shares; provided, out however, that, if any such dividend or distribution includes shares of funds legally available thereforecapital stock of the Company with voting rights, cumulative dividends the certificates representing such shares of stock shall be deposited with the Voting Trustee subject to the terms of this Agreement, and the owner of the Voting Trust Certificate evidencing the Shares upon which such dividend or distribution is made shall be entitled to receive new Voting Trust Certificates representing such newly-deposited shares of capital stock with voting rights. The record date fixed by the Company for the purpose of the payment of any dividend or for the making of any other distribution shall be the record date for the purpose of payment or distribution to the owners of Voting Trust Certificates, and whenever any such record date shall be fixed, the owners of record of Voting Trust Certificates at the annual rate date so fixed shall exclusively be entitled to participate in the payment or distribution. Upon receipt by the Voting Trustee of 6% per annum any dividend or other distribution in respect of any Shares held by the per share purchase price ($1.10) Voting Trustee, the Voting Trustee shall promptly distribute the funds or property so received by it to the owners of Voting Trust Certificates to whom such funds or property should have been distributed by the Class A-1 Preferred StockCompany if the foregoing provisions hereof had been observed. Such dividends Notwithstanding the foregoing provisions of this Section 5, if the Company shall reclassify its Shares, reorganize, sell all or substantially all of its assets with or without dissolution, consolidate with or merge into another corporation, or if another corporation shall merge into the Company, the shares of capital stock into which the Shares then on deposit hereunder shall be payable in reclassified and any shares of capital stock issued in exchange or substitution for the Company’s Class A-1 Preferred Stock quarterlyShares then on deposit hereunder shall, on if they are non-voting shares, be distributed in accordance with the fifteenth day provisions of Octoberthis Agreement directly to the record owners of outstanding Voting Trust Certificates, January, April and July (each issued in respect of such dates being a “Dividend Payment Date”) commencing on Shares; or, if they are voting shares, they shall become subject to the date terms and conditions of issuancethis Agreement as if such voting shares had been originally deposited hereunder, and shall be pro-rated for deposited with the first such quarterly period if Voting Trustee, and the same is less than 91 (ninety-one) days. All shares owner of common stock outstanding Voting Trust Certificates shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment new Voting Trust Certificates representing such newly deposited shares of a dividend declared thereon, which record date shall be no more than sixty (60) dayscapital stock with voting rights.

Dividends. (a) The holders Holders of the outstanding Class A-1 Preferred Stock MRP Shares shall be entitled to receivereceive quarterly cumulative cash dividends, when, as and if authorized by the Board of Directors and declared by the Company, out of funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% per annum of equal to the per share purchase price Applicable Rate ($1.10or the Default Rate), and no more, payable on the respective dates determined as set forth in paragraph (b) of this Section 2. Dividends on Outstanding MRP Shares shall accumulate from the Class A-1 Preferred Stock. Such dividends Original Issue Date. (i) Dividends shall be payable in shares quarterly when, as and if authorized by the Board of Directors and declared by the Company’s Class A-1 Preferred Stock quarterly, Company beginning on the fifteenth day of October, January, April and July (each of such dates being a “initial Dividend Payment Date, on MRP Shares, with respect to any Dividend Period thereafter on the first (1st) Business Day following each Quarterly Dividend Date. (ii) Except as otherwise set forth herein, the Company shall pay an aggregate amount of federal funds or similar same-day funds, equal to the dividends to be paid to all Holders of such shares on such Dividend Payment Date in accordance with Section 14 of the Securities Purchase Agreement. The Company shall not be required to establish any reserves for the payment of dividends. (iii) Each dividend on MRP Shares shall be paid on the Dividend Payment Date therefor to the Holders as their names appear on the share ledger or share records of the Company at the close of business on the fifth (5th) day prior to the Quarterly Dividend Date (or if such day is not a Business Day, the next preceding Business Day). Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the share ledger or share records of the Company at the close of business on a date, not exceeding 5 days preceding the payment date thereof, as may be fixed by the Board of Directors. No interest will be payable in respect of any dividend payment or payments which may be in arrears. (i) So long as the MRP Shares are rated on any date no less than “A” by Fitch (and no less than an equivalent of such ratings by some Other Rating Agency), the dividend rate on such Outstanding MRP Shares (the “Dividend Rate”) commencing shall be the Applicable Rate. If the lowest credit rating assigned on any date to the MRP Shares by Fitch or any Other Rating Agency is equal to one of the ratings set forth in the table below (or its equivalent by some Other Rating Agency), the Dividend Rate for the MRP Shares shall be adjusted by adding the respective enhanced dividend amount (which shall not be cumulative) set opposite such rating (or the equivalent rating from any Other Rating Agency) to the Applicable Rate. FITCH ENHANCED DIVIDEND AMOUNT The Company shall, at all times, use its reasonable best efforts to cause at least one NRSRO to maintain a current rating on the date MRP Shares. If, notwithstanding the foregoing requirements of issuancethis Section 2(c)(i), and no Rating Agency is rating the Outstanding MRP Shares, the Dividend Rate (so long as no such rating exists) on the Outstanding MRP Shares shall be pro-rated for equal to the first such quarterly period Applicable Rate plus 4.0% unless the Dividend Rate is the Default Rate, in which case the Dividend Rate shall remain the Default Rate. (ii) Subject to the cure provisions below, a “Default Period” will commence on any Dividend Payment Date or any date on which the Company would be required to redeem any MRP Shares regardless of whether any of the conditions of the Special Proviso in Section 3(a)(iv) were applicable, if the same is less than 91 (ninety-one) days. All shares Company either fails to pay directly in accordance with Section 14 of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Securities Purchase Agreement or, in the case of stock clause (B) below, fails to deposit irrevocably in trust in federal funds or similar funds, with the Paying Agent by 1:00 pm, New York City time, (A) the full amount of any dividend payable on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date (a “Dividend Default”) or (B) the full amount of any redemption price payable with respect to any redemption required hereunder regardless of whether any of the conditions of the Special Proviso exists (the “Redemption Date”) (a “Redemption Default,” and together with a Dividend Default, is hereinafter referred to as “Default”). Such Subject to the cure provisions of Section 2(c)(iii) below, a Default Period with respect to a Dividend Default or a Redemption Default shall end on the Business Day on which, by 12:00 noon, New York City time, all unpaid dividends and any unpaid redemption price shall accrue have been directly paid in accordance with Section 14 of the Securities Purchase Agreement. In the case of a Default, the Dividend Rate for each day during the Default Period will be equal to the Default Rate. (iii) No Default Period with respect to a Dividend Default or Redemption Default (if such default is not solely due to the willful failure of the Company) shall be deemed to commence if the amount of any dividend or any redemption price due is paid in accordance with Section 14 of the Securities Purchase Agreement within three Business Days (the “Default Rate Cure Period”) after the applicable Dividend Payment Date or Redemption Date, together with an amount equal to the Default Rate applied to the amount of such non-payment based on the actual number of days within the Default Rate Cure Period divided by 360. (iv) The amount of dividends per share payable on each Dividend Payment Date of each Dividend Period shall be computed by multiplying the Applicable Rate (or the Default Rate) for such share commencing Dividend Period by a fraction, the numerator of which shall be 90 and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per MRP Share, and rounding the amount so obtained to the nearest cent. Dividends payable on any MRP Shares for any period of less than a full quarterly Dividend Period, including in connection with the first Dividend Period or upon any redemption of such shares on any date other than on a Dividend Payment Date, shall be computed by multiplying the Applicable Rate (or the Default Rate) for such period by a fraction, the numerator of which shall be the actual number of days in such period and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per MRP Share, and rounding the amount so obtained to the nearest cent. (d) Any dividend payment made on MRP Shares shall first be credited against the earliest accumulated but unpaid dividends due with respect to such MRP Shares. (e) For so long as the MRP Shares are Outstanding, except as contemplated herein, the Company will not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Shares or other shares of capital stock, if any, ranking junior to the MRP Shares as to dividends or upon liquidation) with respect to Common Shares or any other shares of the Company ranking junior to or on a parity with the MRP Shares as to dividends or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Company ranking junior to the MRP Shares as to dividends and upon liquidation) or any such parity shares (except by conversion into or exchange for shares of the Company ranking junior to or on a parity with the MRP Shares as to dividends and upon liquidation), unless (1) immediately after such transaction the MRP Shares Asset Coverage would be achieved and the Company would satisfy the MRP Shares Basic Maintenance Amount, (2) full cumulative dividends on the MRP Shares due on or prior to the date of issuethe transaction have been declared and paid, and shall accrue from day (3) the Company has redeemed the full number of MRP Shares required to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends redeemed by any provision for mandatory redemption contained in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution Section 3(a) (as hereinafter defined) without regard to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares provisions of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSpecial Proviso).

Dividends. Authorize, declare or pay, directly or indirectly, any Dividends, except that the following shall be permitted: (a) The holders Dividends by any Company to the Borrower or any Guarantor; (b) payments to Holdings to permit Holdings to repurchase or redeem Qualified Capital Stock of the outstanding Class A-1 Preferred Stock shall be entitled to receiveHoldings held by officers, out of funds legally available thereforedirectors or employees or former officers, cumulative dividends at the annual rate of 6% per annum of the per share purchase price directors or employees ($1.10or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance, resignation or termination of employment or service or pursuant to any employee or directors’ and/or officers’ equity or stock compensation plan; provided, that the Class A-1 Preferred Stock. Such dividends aggregate cash consideration paid for all such redemptions and payments shall be payable not exceed, in shares of the Company’s Class A-1 Preferred Stock quarterlyany fiscal year, on the fifteenth day of October, January, April $50,000,000 (and July (each up to 50% of such dates being a “Dividend Payment Date”$50,000,000 not used in any fiscal year may be carried forward to the next succeeding (but no other) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 fiscal year); (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter definedA) to the holders extent actually used by Holdings or Intermediate Holdco to pay such Taxes, costs and expenses, payments by the Borrower to or on behalf of Common Stock. Accrued but unpaid dividends Holdings or Intermediate Holdco in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Holdings or Intermediate Holdco and (B) payments by the Borrower to or on behalf of Holdings or Intermediate Holdco in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings or Intermediate Holdco in an aggregate amount not to exceed $50,000,000 in any fiscal year; (d) Dividends, provided that both before and after giving effect to any such Dividend, (I) Pro Forma Liquidity shall be greater than the Threshold Basket Amount, (II) no Default or Event of Default shall have occurred or shall result therefrom and (III) the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is not less than the Minimum Fixed Charge Coverage Ratio and it being understood that such Dividend shall not bear interest. “Distribution” be included in the calculation of Consolidated Fixed Charges for purposes of this section 5 means clause (III); (e) Permitted Tax Distributions and Employee Payment Distributions; (f) the transfer Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Capital Stock) of cash such person; (g) to the extent ultimately contributed to the Borrower, the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Capital Stock) of Holdings and, to the extent ultimately contributed to the Borrower, Equity Interests of any of Holdings’ direct or property without considerationindirect parent companies, whether by way in each case, to members of dividend management, directors or otherwise consultants of Holdings, the Borrower or any of their Subsidiaries; (except a dividend in shares of the Corporationh) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees any amount paid to Sponsor pursuant to the terms of the Advisory Agreement, but only to the extent that no Event of Default or Trigger Event has occurred and is continuing; (i) the Transactions as contemplated by the Transaction Documents, including (i) a conveyance, transfer or assignment of the North Yard and the West Yard to Sunoco or any employee incentive plannominee of Sunoco and (ii) the sale of the North Yard Assets and the Other Logistics Assets to any third party; (j) Dividends permitted under Section 6.02(g); (k) upon consummation of an IPO, agreement or arrangement(i) including the net proceeds received by the Borrower from the sale of securities in such IPO and (ii) dividends from Available Cash on and following such consummation, provided that, in the case of this clause (ii), after giving effect to any such transferdividend, purchase Liquidity shall equal or redemption by a subsidiary exceed the greater of (x) an amount equal to 15% of the Corporation. The time then current Borrowing Base and (y) $10,000,000; (l) Dividends taking the form of any distribution by way issuance of dividend Qualified Capital Stock in the Borrower; (m) prior to, but in contemplation of an IPO, Dividends equal to existing cash and accounts receivable of Borrower (which upon consummation of the IPO (and in no event later than three (3) Business Days after the making of such Dividends), shall be replaced with an equal amount of IPO proceeds (which portion of the date IPO proceeds shall not, for the avoidance of declaration thereof and the time of any distribution by purchase or redemption of shares shall doubt, be the day cash or property is transferred by the Corporation, whether or not distributed pursuant to clause (k)(i) above); and (n) a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time distribution of the distribution is Equity Interests of PESA to an Affiliate Transferee, so long as PESA does not own any material portion of the date when Refinery, provided that, notwithstanding anything to the Corporation acquires contrary herein, Dividends permitted pursuant to any of the shares foregoing clauses shall not be included in such exchange. The Board the calculation of Directors may fix a record date for total amount of Dividends consummated pursuant to any other of the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysforegoing clauses.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receivereceive cumulative dividends, out of funds legally available thereforetherefor, cumulative dividends at the annual a rate of 6% nine percent (9%) per annum annum, before any dividend or distribution in cash or other property on common stock or any class or series of stock of the per share purchase price Corporation ranking junior to Series A Preferred as to dividends or on liquidation, dissolution or winding-up shall be declared or paid or set apart for payment. ($1.10b) of the Class A-1 Dividends on Series A Preferred Stock. Such dividends shall be payable in shares on March 31, June 30, September 30 and December 31 of the Company’s Class A-1 Preferred Stock quarterlyeach year through December 31, on the fifteenth day of October, January, April and July 2013 (each of such dates date being hereinafter individually a “Dividend Payment Date”), except that if such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first immediately preceding calendar day which is not a Saturday, Sunday or legal holiday, to holders of record as they appear on the books of the Corporation on such respective dates, not exceeding sixty (60) commencing days preceding such Dividend Payment Date, as may be determined by the Board of Directors in advance of the payment of each particular dividend. Dividends in arrears may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date as may be fixed by the Board of Directors of the Corporation. Dividends declared and paid in arrears shall be applied first to the earliest dividend period or periods for which any dividends remain outstanding. The amount of dividends payable per share of Series A Preferred for each dividend period shall be computed by dividing the annual rate of 9% by four. Dividends payable on Series A Preferred for the initial dividend period and for any other period less than a full quarterly period shall be computed and prorated on the basis of a 360-day year of twelve 30-day months. (c) If the Corporation is unable to pay a dividend on a Dividend Payment Date, the dividend shall be cumulative and shall accrue from and after the date of issuanceoriginal issuance thereof, whether or not declared by the Board of Directors. Accrued dividends shall bear interest at a rate of ten percent (10%) per annum. (d) No cash dividend may be declared on any other class or series of stock ranking on a parity or junior with Series A Preferred as to dividends in respect of any dividend period unless there shall also be or have been declared and paid on Series A Preferred accrued, unpaid dividends for all quarterly periods coinciding with or ending before such quarterly period, ratably in proportion to the respective annual dividend rates fixed therefor. (e) Dividends on Series A Preferred shall be propaid 50% in cash and 50% in shares of fully-rated for paid and nonassessable common stock of the first such quarterly period Corporation, valued at the market price per share of the common stock of the Corporation. As used in this Section 3, the term “market price” shall mean (i) if the same common stock is less than 91 traded on a securities exchange or on the NASDAQ Stock Market, the closing sale price of the common stock on such exchange or the NASDAQ Stock Market, or if the common stock is otherwise traded in the over-the-counter market, the closing bid price, in each case averaged over a period of ninety (ninety90) consecutive trading days prior to the date as of which “market price” is being determined, (ii) if the common stock is not traded on an exchange or the NASDAQ Stock Market, or otherwise traded in the over-onethe-counter market, the higher of (A) days. All shares the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation as of the last day of any month ending within sixty (60) days preceding the date as of which the determination is to be made, or (B) the fair value thereof determined in good faith by the Board of Directors of the Corporation as of a date which is within fifteen (15) days of the date as of which the determination is to be made. (f) Any portion of a dividend that would result in issuance of a fractional share of common stock shall be valued paid in cash at the Fair Market Value thereof. As used herein Fair Market Value shall mean dividend rate set forth in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSection 3(a).

Dividends. USI and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to USI to enable USI to, and USI may (a) The holders pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the outstanding Class A-1 Preferred Stock USI’s board of directors) and (c) so long as no Default or Unmatured Default shall be entitled continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of USI and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to receiveUSI and USI may redeem, out repurchase, acquire or retire an amount of funds legally available thereforeits capital stock or warrants or options therefor, cumulative dividends or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the annual rate time of 6% per annum of making such Distribution the per share purchase price Leverage Ratio ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Companycalculated on a pro forma basis based on USI’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April most recent financial statements delivered pursuant to Section 6.1 and July (each of such dates being a “Dividend Payment Date”) commencing on giving effect to any Permitted Acquisition since the date of issuancesuch financial statements, such Distribution and shall be pro-rated for any Indebtedness incurred in connection therewith, all in accordance with the first such quarterly period if the same terms of this Agreement) is less than 91 to 3.00 to 1.00, on an unlimited basis, and (ninety-oneb) days. All shares of common stock shall be valued if at the Fair Market Value thereof. As used herein Fair Market Value shall mean in time of making such Distribution the case of stock Leverage Ratio (calculated on a given date, the average of the closing bid prices for the Companypro forma basis based on USI’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of issuesuch financial statements, such Distribution and shall accrue from day to dayany Indebtedness incurred in connection therewith, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends all in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to accordance with the terms of any employee incentive plan, agreement this Agreement) is greater than or arrangement) including any such transfer, purchase or redemption by a subsidiary of equal to 3.00 to 1.00 in an amount not greater than the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysMaximum Payment Amount.

Dividends. (a) 3.1 The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, when, as, and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Cumulative Preferred Stock, at the annual a rate of 6% per annum of equal to the per share purchase price Dividend Rate ($1.10as defined below and applicable from time to time) of on the Class A-1 Preferred StockLiquidation Preference and all accrued and unpaid dividends. Such dividends shall be cumulative and accrue and compound quarterly (whether or not earned or declared and whether or not there are funds legally available therefor) from the date of issuance thereof (the “Issue Date”) and shall be payable in shares on each dividend payment date declared by the Board of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July Directors (each of such dates being a “Dividend Payment Date”) commencing to holders of record at the close of business on the date specified by the Board of issuance, and Directors at the time such dividend is declared (the “Record Date”). Any such Record Date shall be pro-rated for the first such quarterly period if the same is no more than 60 days and no less than 91 (ninety-one) days. All shares of common stock shall be valued at 10 days prior to the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the relevant Dividend Payment Date. Such dividends shall accrue on each such share commencing Any dividend not paid on the date of issue, Dividend Payment Date therefor shall be fully cumulative and shall accrue from day to day, and compound (whether or not earned or declared. Such declared and whether or not there are funds legally available therefor) at the Dividend Rate per annum compounded quarterly from the date of such Dividend Payment Date and shall be in arrears until paid. 3.2 Each fractional share of Cumulative Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Cumulative Preferred Stock pursuant to paragraph 3.1, and all such dividends with respect to such outstanding fractional shares shall be cumulative so that if such dividends in respect of any previous quarterly dividend period and shall accrue and compound (whether or not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defineddeclared) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof the issuance of such share or fractional share, as the case may be, and shall be payable in the time same manner and at such times as provided for in paragraph 3.1 with respect to dividends on each outstanding share of Cumulative Preferred Stock. Each fractional share of Cumulative Preferred Stock outstanding shall also be entitled to a ratably proportionate amount of any distribution by purchase or redemption other distributions made with respect to each outstanding share of shares Cumulative Preferred Stock, and all such distributions shall be payable in the day cash or property is transferred by same manner and at the Corporation, whether or not pursuant same time as distributions with respect to a contract each outstanding share of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Cumulative Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStock.

Dividends. (ai) The When and as declared by the Corporation's Board of Directors and to the extent permitted under the Oregon Business Corporation Act, the Corporation will pay preferential cumulative dividends to the holders of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receiveas provided in this Section A. Except as otherwise provided herein, out dividends on each share of funds legally available therefore, cumulative dividends Series A Preferred will accrue on a daily basis at the annual rate of 6% seven and one-half percent (7 1/2%) per annum of the per Liquidation Value thereof, determined on a quarterly basis, from and including the date of issuance of such share purchase price of Series A Preferred to and including the earlier of ($1.10a) the date on which the Liquidation Value of such share of Series A Preferred plus any accrued and unpaid dividends thereon is paid to the holder thereof upon any liquidation, dissolution or winding up of the Class A-1 Corporation (b) the date on which such share of Series A Preferred is converted into Common Stock. Such dividends will accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. The date on which the Corporation initially issues any share of Series A Preferred will be deemed to be its "date of issuance" regardless of the number of times transfer of such share of Series A Preferred is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of Series A Preferred. To the extent not paid on March 31, June 30, September 30, and December 31 of each year beginning on June 30, 1998 (the "Dividend Payment Date"), all dividends which have accrued on each share of Series A Preferred outstanding during the three-month period (or other period in the case of the initial Dividend Payment Date) shall be accumulated and shall remain accumulated dividends with respect to each such share of Series A Preferred until paid. If at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment will be distributed ratably among the holders of the Series A Preferred on the basis of the amount of accrued and unpaid dividends with respect to the shares of Series A Preferred owned by each such holder. (ii) The Corporation shall not pay dividends (other than dividends payable in shares of Common Stock) upon the Company’s Class A-1 Common Stock unless and until it has paid dividends upon the Series A Preferred as set forth in Section A(i). In the event that the Corporation declares or pays any dividends upon the Common Stock quarterly(whether payable in cash, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”securities or other property) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less other than 91 (ninety-one) days. All dividends payable in shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given dateCommon Stock, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends Corporation shall accrue on each such share commencing on the date of issue, also declare and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) pay to the holders of Common Stock. Accrued but unpaid the Series A Preferred at the same time that it declares and pays such dividends shall not bear interest. “Distribution” in this section 5 means to the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares holders of the Corporation) or Common Stock the purchase or redemption of shares dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Corporation for cash or property (except for an exchange of shares Series A Preferred had all of the Corporation or shares acquired by the Corporation from employees pursuant outstanding Series A Preferred been converted immediately prior to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for such dividend, or, if no record date is fixed, the determination date as of which the record holders of Class A-1 Preferred Common Stock entitled to receive payment of a dividend declared thereon, which record date shall such dividends are to be no more than sixty (60) daysdetermined.

Dividends. (a) The holders Each Holder of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative cash dividends on each share of Series A Preferred Stock at the annual a rate of 6% per annum of the equal to $1.30 per share purchase price ($1.10) of the Class A-1 Preferred Stockper annum. Such All dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to daycumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of issuance of Series A Preferred Stock, and shall be payable semi-annually in arrears on each Dividend Payment Date, commencing on the second Dividend Payment Date after the date of issuance of such Series A Preferred Stock. Each dividend on Series A Preferred Stock shall be payable to the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be less than 10 nor more than 60 days prior to the applicable Dividend Payment Date. Dividends shall cease to accrue in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends; provided, that such dividends shall continue to cumulate and shall be added to the Liquidation Preference at the time of repurchase as provided herein if not earlier declared and paid. Accrued dividends on the Series A Preferred Stock if not paid on the first or any subsequent Dividend Payment Date following accrual shall thereafter accrue additional dividends ("Additional Dividends") in respect thereof, compounded annually, at the rate of 13.0% per annum. (b) All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph A(3)(a) shall be paid pro rata to the Holders entitled thereto. (c) Dividends on account of arrears for any past Dividend Period and dividends in connection with any optional redemption pursuant to paragraph A(5)(a) may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of record on any date as may be fixed by the Board of Directors, which date is not more than 60 days prior to the payment of such dividends. (d) As long as any Series A Preferred Stock is outstanding, no dividends shall be declared by the Board of Directors or paid or funds set apart for the payment of dividends or other distributions on any Series A Parity Securities for any period, and no Series A Parity Securities may be repurchased, redeemed or otherwise acquired, nor may funds be set apart for such payment (other than dividends, other distributions, redemptions, repurchases or acquisitions payable in Series A Junior Securities and cash in lieu of fraction share of such Series A Junior Securities in connection therewith), unless (i) full Accumulated Dividends have been paid or set apart for such payment on the Series A Preferred Stock and Series A Parity Securities for all Dividend Periods terminating on or prior to the date of payment of such dividends or distributions on, or such repurchase or redemption of, such Series A Parity Securities (the "Series A Parity Payment Date") and (ii) any such dividends are declared and paid pro rata so that the amounts of any dividends declared and paid per share on outstanding Series A Preferred Stock and each other share of Series A Parity Securities will in all cases bear to each other the same ratio that accrued and unpaid dividends (including any Accumulated Dividends) per share of outstanding Series A Preferred Stock and such other outstanding shares of Series A Parity Securities bear to each other. (e) The Holders shall be entitled to receive the dividends provided for in paragraph A(3)(a) hereof in preference to and in priority over any dividends upon any of the Series A Junior Securities. Such dividends on the Series A Preferred Stock shall be cumulative cumulative, whether or not earned or declared, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed have not been paid or set aside for payment, the amount of such unpaid dividends in respect shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any previous quarterly shares of Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend period shall not have been paid on, the deficiency or other distribution shall be fully paid on or declared and set apart for payment on any Series A Junior Securities (the date of any such shares before actions to be referred to as the "Series A Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation makes any distribution from repurchasing shares of Series A Junior Securities from a Holder who is, or was, a director or employee of the Corporation (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares an affiliate of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property and (except for an exchange of shares of the Corporation or shares acquired by ii) prohibit the Corporation from employees pursuant to the terms making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series A Junior Securities payable in Series A Junior Securities and cash in lieu of fraction share of such Series A Junior Securities in connection therewith. (f) Dividends payable on Series A Preferred Stock for any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend period less than one year shall be computed on the date basis of declaration thereof a 360-day year consisting of twelve 30-day months and the time actual number of any distribution by purchase or redemption of shares shall be days elapsed in the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange period for shares the time of the distribution is the date when the Corporation acquires the shares in which such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdividends are payable.

Dividends. (ai) The Each Holder of outstanding shares of 2003 Convertible Preferred Stock, in preference to the holders of any Junior Securities of the outstanding Class A-1 Preferred Stock Corporation, shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforefor the payment of dividends, cumulative dividends at on each share of 2003 Convertible Preferred Stock payable quarterly in arrears on each Dividend Payment Date in an amount equal to (A) the annual rate then applicable Dividend Rate MULTIPLIED BY (B) the sum of 6% per annum (1) all accrued but unpaid dividends on such share accrued pursuant to this PARAGRAPH (c)(i) through the end of the per share purchase price ($1.10) of Dividend Period ended immediately prior to the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days Date immediately preceding the Dividend Payment Date in question and (2) the Liquidation Value, it being understood that dividends otherwise payable on any Dividend Payment Date on each share of 2003 Convertible Preferred Stock shall accrue (whether or not declared), be fully cumulative from the Issue Date and, as a result of CLAUSE (1) above, be compounded quarterly; PROVIDED that, in the event of a Liquidation, Change of Control, Qualified Listing or Qualified Recapitalization following the first anniversary of the Issue Date, the accrual and compounding of dividends on the 2003 Convertible Preferred Stock for the period up to and including the Dividend Payment Date immediately preceding the fourth anniversary of the Issue Date shall be accelerated and shall be deemed to have fully accrued for such period as of the date immediately prior to such Liquidation, Change of Control, Qualified Listing or Qualified Recapitalization. Any payment of Dividends made in cash shall be applied to pay accrued and unpaid Dividends in reverse order of accrual thereof. (ii) Each Dividend shall be payable to the Holders of record as they appear on the stock books of the Corporation as of the close of business on the Dividend Record Date immediately preceding the related Dividend Payment Date. Such dividends Dividends shall cease to accrue on each such share commencing in respect of the shares of 2003 Convertible Preferred Stock on the date such shares of issue, and 2003 Convertible Preferred Stock are redeemed in accordance with PARAGRAPH (f) unless the Corporation shall have failed to pay the relevant redemption price on 2003 Convertible Preferred Stock to be redeemed on the date fixed for redemption. Dividends shall cease to accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of shares of 2003 Convertible Preferred Stock on the date such shares are converted in accordance with PARAGRAPH (g) and following such conversion, each Holder shall be deemed to be the holder of the shares of Common Stock issuable upon such conversion for all purposes, notwithstanding any previous quarterly dividend period delay in issuing any certificate representing such shares to such Holder. (iii) (A) So long as any share of 2003 Convertible Preferred Stock is outstanding, the Corporation shall not have been paid ondeclare, the deficiency shall be fully paid on pay or declared and set apart for such shares before payment any dividend on any Parity Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the Corporation makes purchase, redemption or other retirement of, any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) Parity Securities or the purchase any warrants, rights, calls or redemption of shares options exercisable for or convertible into any of the Corporation for cash Parity Securities whether in cash, obligations or property (except for an exchange of shares Capital Stock of the Corporation or shares acquired other property (other than in Parity Securities or Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation from employees pursuant to purchase or redeem any of the terms of any employee incentive plan, agreement Parity Securities or arrangement) including any such transferwarrants, purchase rights, calls or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued options (other than in exchange for shares Parity Securities or Junior Securities or warrants, rights, calls or options exercisable for or convertible into Parity Securities or Junior Securities) unless full cumulative Dividends determined in accordance herewith on the time 2003 Convertible Preferred Stock have been or contemporaneously are paid or are deemed paid in full in cash from the Issue Date through the end of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date most recently completed Dividend Period for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysDividends have accrued.

Dividends. (ai) The holders of shares of the outstanding Class A-1 Preferred Stock shall be entitled to receive, when, as and if dividends are declared by the Board of Directors out of funds of the Company legally available thereforetherefor, cumulative dividends from the Preferred Stock Issue Date accruing at the annual rate of 6% per annum of the per share purchase price ($1.10) 6.0% of the Class A-1 Preferred Stock. Such dividends shall be Liquidation Preference per share, payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterlyarrears on each March 31, June 30, September 30 and December 31, commencing on the fifteenth day of OctoberDecember 31, January, April and July 1998 (each of such dates being a “"Dividend Payment Date”) commencing "). If any such date is not a Business Day, such payment shall be made on the date next succeeding Business Day, to the holders of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average record as of the closing bid prices for the Company’s common stock for the ten trading days immediately next preceding the Dividend Payment March 1, June 1, September 1 and December 1 (each, a "Record Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day"), whether or not earned or declaredsuch Record Date is a Business Day. Such dividends shall Dividends will be cumulative so that if such dividends payable in respect cash. Dividends payable on the Preferred Stock will be computed on the basis of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof 365/366-day year and the time actual number of any distribution by purchase days elapsed and will be deemed to accrue on a daily basis. (ii) Dividends on the Preferred Stock shall accrue whether or redemption of shares shall be not the day cash Company has earnings or property is transferred by the Corporationprofits, whether or not pursuant there are funds legally available for the payment of such dividends and whether or not dividends are declared. Dividends will accumulate to the extent they are not paid on the Dividend Payment Date for the period to which they relate. The Company shall take all actions required or permitted under the Delaware General Corporation Law (the "DGCL") to permit the payment of dividends on the Preferred Stock, including, without limitation, through the revaluation of its assets in accordance with the DGCL, to make or keep funds legally available for the payment of dividends. (iii) No dividend whatsoever shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a contract sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Preferred Stock. Unless full cumulative dividends on all outstanding shares of Preferred Stock for all past dividend periods shall have been declared and paid, or declared and a sufficient sum for the payment thereof set apart, then: (a) no dividend (other than a divided payable solely in shares of any Junior Securities) shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any shares of Junior Securities; (b) no other distribution shall be declared or made upon, or any sum set apart for the payment of any distribution upon, any shares of Junior Securities, other than a distribution consisting solely of Junior Securities; (c) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired or retired for value (excluding an earlier date; provided that where a negotiable debt security is issued in exchange for shares of other Junior Securities) by the time Company or any of its subsidiaries; and (d) no monies shall be paid into or set apart or made available for a sinking or other like fund for the purchase, redemption or other acquisition or retirement for value of any shares of Junior Securities by the Company or any of its subsidiaries. Holders of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock will not be entitled to receive payment any dividends, whether payable in cash, property or stock, in excess of a dividend declared thereon, which record date shall be no more than sixty (60) daysthe full cumulative dividends as herein described.

Dividends. In connection with the Offer, Xpediator and Bidco have agreed that, in each case subject to compliance with applicable laws, the Xpediator Directors should declare, and that Xpediator should pay, the Special Dividend in connection with the Offer, without such dividend otherwise impacting on the consideration payable under the Offer. The Special Dividend is conditional upon the Scheme becoming Effective (aor, if the Offer is implemented by way of a Takeover Offer, the Takeover Offer becoming or being declared unconditional in all respects). Xpediator Shareholders on the register of members at the Scheme Record Time (or, if the Offer is implemented by way of a Takeover Offer, the date on which the Takeover Offer is declared unconditional in all respects) The holders of the outstanding Class A-1 Preferred Stock shall be entitled to receivereceive the Special Dividend. If the Scheme becomes Effective (or, out of funds legally available thereforeif the Takeover Offer becomes or is declared unconditional), cumulative dividends at the annual rate of 6% per annum of Special Dividend will be paid not more than 14 days after the per share purchase price ($1.10) of the Class A-1 Preferred StockEffective Date. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterlyIf, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on or after the date of issuancethis Announcement and before the Effective Date, and shall be pro-rated for the first such quarterly period if the same any dividend, distribution and/or other return of capital is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given datedeclared, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether made or not earned paid or declared. Such dividends shall be cumulative so that if such dividends becomes payable in respect of any previous quarterly dividend period shall not have been paid onthe Xpediator Shares (other than, or in excess of, the deficiency shall be fully paid on or declared and set apart for such shares before Special Dividend), Bidco reserves the Corporation makes any distribution (as hereinafter defined) right to reduce the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to consideration payable under the terms of the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as applicable), excluding any employee incentive planamount in respect of the Excluded Shares, agreement in which case the relevant eligible Xpediator Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital. If Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or arrangement) including any such transfervariation of the terms of the Scheme. Under the terms of the Co-operation Agreement, purchase or redemption by Xxxxxx Xxxxxxxxxx has, in his capacity as director and shareholder of Delamode Baltics UAB, a subsidiary of the Corporation. The time of any distribution by way of dividend shall be Company, agreed to support and facilitate the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no (of not more than sixty €4.2 million) from Delamode Baltics UAB to the Company, in order to create sufficient distributable reserves within the Company to permit the declaration and payment of the Special Dividend. Since Xxxxxx Xxxxxxxxxx is a director and substantial shareholder (60as defined by the AIM Rules) daysof a subsidiary of the Company, and depending on the amount of any payment required, the payment of any resulting dividend from Delamode Baltics UAB to Justas Veršnickas may be deemed to be a related party transaction under the AIM Rules. Accordingly the Directors, having consulted with Zeus Capital, the Company’s nominated adviser under the AIM Rules, consider that the terms of this arrangement are fair and reasonable insofar as Xpediator Shareholders are concerned.

Dividends. Declare or pay any dividends; or --------- purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; or make any distribution of assets to its stockholders as such whether in cash, assets, or obligations of the Company; or allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any shares of its capital stock; or make any other distribution by reduction of capital or otherwise in respect of any shares of its capital stock; or permit any of its Restricted Subsidiaries (unless failure to so permit would constitute a breach of fiduciary duty) to purchase or otherwise acquire for value any stock of the Company or another Restricted Subsidiary, except that (1) the Company may declare and deliver dividends and make distributions payable solely in (a) The holders common capital stock of the outstanding Class A-1 Preferred Stock shall be entitled to receive, out of funds legally available therefore, cumulative Company or (b) dividends at the annual rate of 6% per annum on any Permitted Junior Securities (as defined below) payable in Permitted Junior Securities of the per share same type, (2) in connection with the purchase price ($1.10) of minority equity interests held by Persons in any Restricted Subsidiary of the Class A-1 Company, the Company may issue its 10% Series A Exchangeable Preferred Stock. Such (par value .01 per share) or other equity securities which are pari passu or junior thereto; provided (x) the redemption date thereof -------- shall not be earlier than the redemption date in the 10% Series A Exchangeable Preferred as of the Restructuring Effective Date, (y) no cash dividends shall be payable in shares respect thereof and (z) the terms and conditions thereof shall not be adverse in any respect to the interests of the Lenders (collectively, the "Permitted Junior Securities") or (3) Guarantors may purchase or otherwise acquire for value stock of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of Octoberprovided, January, April and July (each of that any such dates being a “Dividend Payment Date”) commencing on the date of issuance, and Guarantor shall be pro-rated -------- use such stock as consideration for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean or in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of connection with any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees acquisition permitted pursuant to the terms of any employee incentive plan, agreement or arrangementthis Agreement. (F) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.SECTION 4.7 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE ----------- TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

Dividends. (a) The holders Holders of the issued and outstanding Class A-1 Series A Preferred Stock Shares shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available thereforefor the payment of distributions, cumulative preferential cash dividends at the annual a rate of 6% per annum equal to the Dividend Rate of the $25.00 per share purchase price stated liquidation preference of the Series A Preferred Shares. Except as otherwise provided in paragraphs ($1.10a) and (b) of Section 3.3, the Class A-1 Preferred StockDividend Rate shall be equal to the Stated Rate. Such dividends shall accrue and accumulate on each issued and outstanding share of the Series A Preferred Shares on a daily basis from the original date of issuance of such share (or, with respect to the initial Dividend Period, from the first day thereof), and shall be payable quarterly in shares of the Company’s Class A-1 Preferred Stock quarterly, equal amounts in arrears on the fifteenth last calendar day of October, January, April and July each Dividend Period (each of such dates day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day, then the dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payable on the Series A Preferred Shares for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the tenth day preceding the applicable Dividend Payment Date, or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a “Dividend Record Date”). (a) If the Corporation fails to pay cash dividends on the Series A Preferred Shares in full for any four consecutive or non-consecutive Dividend Periods (such a failure, a “Dividend Default”), then: (i) the Dividend Rate shall increase to the Penalty Rate, commencing on the first day after the Dividend Payment Date on which a Dividend Default occurs and continuing until a Correction Event occurs, and on the date such Correction Event occurs, the Dividend Rate shall revert to the Stated Rate; (ii) until such time as the Dividend Rate reverts to the Stated Rate pursuant to subparagraph (i) of this paragraph (a), the holders of Series A Preferred Shares will have the voting rights described below in Section 3.7; and (iii) following any Dividend Default that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (a), if the Corporation subsequently fails to pay cash dividends on the Series A Preferred Shares in full for any Dividend Period, such subsequent failure shall constitute a separate Dividend Default, and the foregoing provisions of subparagraphs (i) and (ii) of this paragraph (a) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Dividend Default. (b) If the Corporation fails to maintain a National Market Listing for the Series A Preferred Shares for 180 consecutive days or longer (such event, a “Delisting Event”), then; (i) the Dividend Rate shall increase to the Penalty Rate, commencing on the day after the Delisting Event and continuing until a Correction Event occurs, and on the date such Correction Event occurs, the Dividend Rate shall revert to the Stated Rate; (ii) until such time as the Dividend Rate reverts to the Stated Rate pursuant to subparagraph (i) of this paragraph (b), the holders of Series A Preferred Shares will have the voting rights described below in Section 3.7; and (iii) following any Delisting Event that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (b), if the Series A Preferred Shares subsequently cease to be subject to a National Market listing, such event shall constitute a separate Delisting Event, and the foregoing provisions of subparagraphs (i) and (ii) of this paragraph (b) shall immediately apply until such time as a Correction Event occurs with respect to such Delisting Event. (c) No dividend on the Series A Preferred Shares will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of Senior Shares or any agreement of the Corporation (whether now existing or arising hereafter), including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the Official Code of Georgia Annotated or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series A Preferred Shares shall continue to accrue and accumulate regardless of whether (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. Accrued and unpaid dividends on the Series A Preferred Shares will accumulate as of the Dividend Payment Date on which they first become payable or on the date of issuanceredemption of the Series A Preferred Shares, as the case may be. (d) Except as provided in the next sentence, if any Series A Preferred Shares are outstanding, no dividends (other than in Common Shares or Junior Shares ranking junior to the Series A Preferred Shares as to dividends and upon liquidation, dissolution or winding up) will be declared or paid or set apart for payment on any Parity Shares or Junior Shares, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series A Preferred Shares for all past Dividend Periods with respect to which full dividends were not paid on the Series A Preferred Shares. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart for payment) upon the Series A Preferred Shares and upon all Parity Shares, all dividends declared, paid or set apart for payment upon the Series A Preferred Shares and all such Parity Shares shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, declared and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on pro rata or declared and set apart for payment pro rata, so that the amount of dividends declared per share of Series A Preferred Shares and per share of such shares before Parity Shares shall in all cases bear to each other the same ratio that accumulated dividends per share of Series A Preferred Shares and such other Parity Shares (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such other Parity Shares do not bear cumulative dividends) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series A Preferred Shares which may be in arrears, whether at the Stated Rate or at the Penalty Rate. (e) Except as provided in paragraph (e) of Section 3.3, unless all accumulated accrued and unpaid dividends on the Series A Preferred Shares are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past Dividend Periods with respect to which full dividends were not paid on the Series A Preferred Shares, no dividends (other than in Common Shares or Junior Shares ranking junior to the Series A Preferred Shares as to dividends and upon liquidation, dissolution or winding up) may be declared or paid or set apart for payment upon the Common Shares or any Junior Shares or Parity Shares, nor shall any Common Shares or any Junior Shares or Parity Shares be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares by conversion into or exchange for Junior Shares or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation). (f) or Holders of Series A Preferred Shares shall not be entitled to any dividend in excess of all accumulated accrued and unpaid dividends on the purchase or redemption of Series A Preferred Shares as described in Section 3.3. Any dividend payment made on the Series A Preferred Shares shall first be credited against the earliest accumulated accrued and unpaid dividend due with respect to such shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and which remains payable at the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayspayment.

Dividends. (a) 38.1 The holders of rights as regarding income attaching to the outstanding Class A-1 Preferred Stock Ordinary Shares shall be as set out in this Article. 38.2 Each Ordinary Share shall be entitled to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum receive all of the per share purchase price ($1.10) distributable profits available and declared by the Directors for distribution by way of a dividend amongst the holders of the Class A-1 Preferred StockOrdinary Shares. Such dividends Each Ordinary Share shall be payable rank equally with all other Ordinary Shares in shares the capital of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, Company for any dividend and shall receive its pro rata portion of any dividend rounded to the nearest whole number (such rounding to be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case sole discretion of stock on a given datethe Board). 38.3 Subject to the provisions of the Companies Act, the average Company may by ordinary resolution declare dividends in accordance with the respective rights of the closing bid prices for members, but no dividend shall exceed the Company’s common stock for amount recommended by the ten trading days immediately preceding Directors. 38.4 Subject to the Dividend Payment Date. Such dividends shall accrue on each such share commencing on provisions of the date of issueCompanies Act and to Article 38.8, and shall accrue from day to daythe Board may pay interim dividends, whether or not earned satisfied wholly or declared. Such dividends shall be cumulative so that if partly by the distribution of assets including without limitation paid up shares or debentures of another body corporate, of such dividends amounts and on such dates and in respect of such periods as they may think fit if it appears to them that they are justified by the profits of the Company available for distribution If the share capital is divided into different classes, the Board may: (a) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if at the time of payment, any previous quarterly preferential dividend period is in arrears; and (b) pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment; If the Board acts in good faith they shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes incur any distribution (as hereinafter defined) liability to the holders of Common Stockshares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. Accrued Where any distribution is satisfied wholly or partly by the distribution of assets, where any difficulty arises in regard to such distribution, the Directors may settle the same as they think fit and in particular (but unpaid without limitation) may issue fractional certificates (or ignore fractions) and fix the value for distribution of any assets, and may determine that cash shall be paid to any member on the basis of the value so fixed in order to adjust the rights of members, and may vest any assets in trustees. 38.5 Dividends may be declared and paid in any currency or currencies that the Board shall determine. The Board may also determine the exchange rate and the relevant date for determining the value of any dividend in any currency. 38.6 Subject to the provisions of the Companies Act and except as otherwise provided by these Articles or the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly In any other case (and except as aforesaid), dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Article 38.6, an amount paid up on a share in advance of a call shall be treated, in relation to any dividend declared after the payment but before the call, as not bear interestpaid up on the share. 38.7 Subject to Article 38.8, a general meeting declaring a dividend may, upon the recommendation of the Board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets including without limitation paid up shares or debentures of another body corporate. “Distribution” Where any difficulty arises in this section 5 means regard to the distribution, the Directors may settle the same as they think fit and in particular (but without limitation) may issue fractional certificates (or ignore fractions) and fix the value for distribution of any assets, and may determine that cash shall be paid to any member on the basis of the value so fixed in order to adjust the rights of members, and may vest any assets in trustees. 38.8 Unless otherwise recommended by two-thirds of the Board and approved by an ordinary resolution of the Company, where the securities of another body corporate are distributed, they must only be distributed to holders of Ordinary Shares on the basis that the holders of Ordinary Shares receive the identical class of securities on an equal per share basis. 38.9 Any dividend or other money payable in respect of a share may be paid: (a) in cash; (b) by cheque or warrant made payable to or to the order of the holder or person entitled to payment; (c) by direct debit, bank or other funds transfer system to the holder or person entitled to payment or, if practicable, to a person designated by notice to the Company by the holder or person entitled to payment; or (d) by any other method approved by the Board and agreed (in such form as the Company thinks appropriate) by the holder or person entitled to payment. 38.10 If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may: (a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for the payment; and (b) for the purpose of Article 38.9, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, any one of them. 38.11 A cheque or warrant may be sent by post: (a) where a share is held by a sole holder, to the registered address of the holder of the share; (b) if two or more persons are the holders of the share, to the registered address of the person who is first named in the register of members; (c) if two or more persons are holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder or otherwise by operation of law, as if it were a notice to be sent under Article 45.12; or (d) in any case to such person and to such address as the person entitled to payment may direct by notice to the Company. 38.12 Every cheque or warrant shall be made payable to the order of or to the person or persons entitled or to such other person as the person or persons entitled may by notice direct and payment of the cheque or warrant shall be a good discharge to the Company. Every cheque or warrant sent or transfer of cash funds made by the relevant bank or property without considerationsystem in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 38.9. 38.13 The Company may cease to send any cheque or warrant (or to use any other method of payment) for any dividend payable in respect of a share if: (a) in respect of at least two consecutive dividends payable on that share the cheque or warrant has been returned undelivered or remains uncashed (or that other method of payment has failed); or (b) following one such occasion, whether by way reasonable enquiries have failed to establish any new address of the holder; but, subject to the provisions of these Articles, shall recommence sending cheques or warrants (or using another method of payment) for dividends payable on that share if the person or persons entitled so request and have supplied in writing a new address or account to be used for that purpose. 38.14 The Board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share. Where a person is entitled by transmission to a share, the Board may retain any dividend payable in respect of that share until that person (or that person’s transferee) becomes the holder of that share. 38.15 No dividend or other money payable in respect of a share shall bear interest against the Company, unless otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired provided by the Corporation from employees pursuant rights attached to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of share. 38.16 Any dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange which has remained unclaimed for shares the time of the distribution is 12 years from the date when it became due for payment shall, if the Corporation acquires Directors so resolve, be forfeited and cease to remain owing by the shares in such exchangeCompany. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of any unclaimed dividend or other money payable in respect of a dividend declared thereon, which record date share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall be no more than sixty (60) daysnot constitute the Company a trustee in respect of it.

Dividends. (a) The holders of No dividends or other distributions declared after the outstanding Class A-1 Preferred Effective Time on AFC Common Stock shall be entitled paid with respect to receive, out of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in any shares of AFC Common Stock represented by an APY Stock Certificate until such APY Stock Certificate is surrendered for exchange according to the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) daysprocedures described above. All No fractional shares of common stock shall AFC Common Stock will be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees issued pursuant to the terms Merger. In lieu of the issuance of any employee incentive planfractional shares of AFC Common Stock, agreement or arrangement) including any cash will be paid to holders of such transfer, purchase or redemption by a subsidiary fractional share in the amount of the Corporation. The time product of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such fractional share multiplied by the Corporation, whether or not pursuant Average Stock Price. THE RECAPITALIZATION APY is currently authorized to a contract issue only one class of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchangeAPY Common Stock. The Board of Directors may fix of APY has approved, and SMA, the holder of more than a record date majority of the outstanding APY Common Stock, has approved by written consent, an amendment to the APY Charter that would authorize the issuance of APY Class B Common Stock. Immediately prior to and as a condition precedent to the consummation of the Merger, APY will file such Amendment with the Secretary of State of Delaware and will exchange one share of the APY Class B Common Stock for each share of APY Common Stock held by SMA. Such shares of APY Class B Common Stock shall remain outstanding after the determination Merger. See "The Charter Amendment" and "Appendix A-2--Form of holders Charter Amendment." CERTAIN REPRESENTATIONS AND WARRANTIES The Merger Agreement contains customary representations and warranties by AFC, Merger Sub and APY as to, among other things, (i) due organization, valid existence and good standing; (ii) corporate authority to enter into the Merger Agreement and related agreements; (iii) authorized capital stock; (iv) ownership of Class A-1 Preferred Stock entitled to receive subsidiaries; (v) the lack of conflict of the Merger Agreement and related agreements and transactions with charters, bylaws, law and certain agreements; (vi) consents, approvals and authorizations of governmental entities; (vii) compliance with law and contract; (viii) the filing of certain documents with the Commission; (ix) the accuracy of financial statements; (x) the absence of certain litigation; (xi) the absence of certain changes including those having a material adverse effect, the payment of dividends other than regular quarterly cash dividends and a dividend declared thereonchange in accounting policy; (xii) the receipt of fairness opinions; and (xiii) the lack of any contract or agreement obligating the payment of finder's fees, which record date shall be brokerage or agent's commissions, other than agreements with Salomon Brothers and Xxxxxxx Xxxxx. In addition, AFC represents that (i) immediately following the Effective Time, it will have available funds to satisfy the cash portion of the Merger Consideration; and (ii) to its knowledge, no more than sixty (60) days.event has occurred or condition exists in connection with the Merger that would cause it to fail to satisfy any material applicable statute or written regulation. CERTAIN COVENANTS Conduct of Business Pending the Reorganization. Pursuant to the Merger Agreement, AFC and APY have made various customary covenants relating to the Merger Transactions. APY has agreed that, prior to the 46

Dividends. (a) The holders of the outstanding Class A-1 shares of Series A Preferred Stock shall be entitled to receive, out when, as and if declared by the Board of Directors, to the extent funds are legally available thereforetherefor in accordance with the Delaware General Corporation Law, cumulative dividends at a dividend for each such share, payable quarterly, as provided below, on the annual rate last day of 6% per annum of the per share purchase price each January, April, July and October, commencing on July 31, 1998 ($1.10) of the Class A-1 Preferred Stock. Such dividends each such date hereinafter referred to as a "Series A Dividend Payment Date"), except that if such date is not a Business Day, then such dividend shall be payable in shares on the next succeeding Business Day, to the holders of record as they appear on the register of the Company’s Class A-1 Corporation for the Series A Preferred Stock quarterly, of the Corporation five Business Days prior to such Dividend Payment Date (the "Series A Dividend Record Date"). Dividends on the fifteenth day Series A Preferred Stock shall accrue and be paid at a rate per annum equal to 15.0 percent of October, January, April and July (the Stated Value of each share of such dates being Series A Preferred Stock outstanding on the Series A Dividend Record Date with respect to a “Series A Dividend Payment Date”. (b) commencing Dividends on the date of issuance, and Series A Preferred Stock shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, cumulative and shall accrue from day to dayApril 30, 18 whether or not such dividends have been declared. Unpaid dividends, whether or not earned or declared. Such dividends shall compound quarterly at a rate per annum equal to 15.0% of the aggregate amount thereof' from the Series A Dividend Payment Date on which such dividend was payable as herein provided until payment of such dividend. (c) For so long as any shares of Series A Preferred Stock shall be cumulative so that if such dividends outstanding, no dividend or distribution, whether in respect of any previous quarterly dividend period shall not have been paid oncash, the deficiency stock or other property, shall be fully paid on or paid, declared and set apart for such shares before payment or made on any date on or in respect to any Junior Securities and no payment on account of the redemption, purchase or other acquisition or retirement for value by the Corporation makes shall be made on any distribution (as hereinafter defined) to date of shares of Junior Securities unless, in each case, the holders full amount of Common Stock. Accrued but unpaid dividends accrued on all outstanding shares of Series A Preferred Stock shall have been paid or contemporaneously are declared and paid; PROVIDED, HOWEVER, that the foregoing provisions of this sentence shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise prohibit (except i) a dividend payable solely in shares of Common Stock Instruments or any other Junior Securities, or (ii) the Corporation) acquisition of any shares of any Common Stock Instruments or any other Junior Securities upon conversion or exchange thereof into or for any shares of any other class of Common Stock Instruments or other Junior Securities. In the purchase or redemption event that the dividend to be paid to any holder of shares of the Corporation for cash or property (except for an exchange Series A Preferred Stock shall be a fractional interest in a share of Series A Preferred Stock then a fractional share of Series A Preferred Stock shall be issued to such holder of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysStock.

Dividends. The Borrower will not declare or pay any dividend (other than dividends payable solely in stock of the Borrower) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or make any distribution in respect thereof, either directly or indirectly, except that the foregoing shall not prohibit: (a) Any payment expressly permitted under Section 6.7. (b) The holders payment of any dividend within 60 days after the outstanding Class A-1 Preferred Stock shall be entitled to receive, out date of funds legally available therefore, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each declaration of such dates being a “Dividend Payment Date”) commencing dividend if the dividend would have been permitted on the date of issuancedeclaration. (c) So long as no Default or Event of Default has occurred and is continuing, and shall be pro-rated the distribution of any stock of the Borrower either (i) solely in exchange for equity interests of the first such quarterly period if Borrower, or (ii) through the same is less application of net proceeds of a substantially concurrent sale for cash (other than 91 (ninety-oneto a Subsidiary of the Borrower) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for Borrower. (d) So long as no Default or Event of Default has occurred and is continuing, payments by the Company’s common Borrower to redeem or repurchase, or to enable Holdings to redeem or repurchase, stock for of Holdings or the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue Borrower issued to or on each such share commencing on the date behalf of issuedirectors, officers and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares employees of the Corporation) or the purchase or redemption of shares Borrower pursuant to any policy of the Corporation for cash or property (except for an exchange of shares Borrower with respect to directors, officers and employees of the Corporation Borrower who have died or shares acquired by become disabled, or whose employment or other relationship with the Corporation from employees Borrower has been terminated, or pursuant to the terms of any employment contracts, other agreements or employee incentive planstock option or stock benefit plans of Holdings or the Borrower; provided, agreement or arrangementhowever, that the aggregate amount paid under this paragraph (d) including any such transfer, purchase or redemption by a subsidiary of after the Corporation. The time date hereof shall not as of any distribution by way date exceed the sum of dividend shall be (i) $1,000,000, and (ii) the product of (A) $1,000,000, and (B) the number of full calendar years ending on or after December 31, 1998 and before the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such determination. (e) Payments by the CorporationBorrower to Holdings on account of operating and administrative expenses of Holdings, whether including but not limited to directors' fees and expenses, legal and audit expenses, and corporate franchise and other taxes, so long as the aggregate amount so paid in any single calendar year does not exceed $500,000. (f) Payments made or to be made in connection with the Recapitalization or to Holdings to enable Holdings to make such payments, so long as the aggregate amount of such payments does not pursuant exceed $19,000,000. (g) Payments to a contract Holdings in an amount not in excess of, and for the purpose of an earlier date; provided that where a negotiable debt security is issued enabling Holdings' payment of, the then-current tax liability of Holdings in exchange for shares the time respect of the distribution is taxable income of the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled Borrower imputed to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysHoldings.

Dividends. (a) The holders All cash and non-cash proceeds of the outstanding Class A-1 Preferred Stock Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral, received by Secured Party or the Custodian shall be entitled credited to receivethe Collateral Account. For the avoidance of doubt, out as described in Section 3(a), any and all amounts paid or credited to the Collateral Account (including with respect to dividends or distributions) shall be net of funds legally available thereforeany Taxes required to be withheld, cumulative dividends at the annual rate of 6% per annum of the per share purchase price ($1.10including Taxes withheld under 871(m) of the Class A-1 Preferred StockU.S. Internal Revenue Code or similar or analogous provisions under any tax law of an applicable jurisdiction. Such dividends All cash and non-cash proceeds of the Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral, received by Grantor shall be payable received in shares trust for the benefit of Secured Party, shall be segregated from other property of Grantor and shall immediately be delivered over to the Company’s Class A-1 Preferred Stock quarterlyCustodian to be credited to the Collateral Account to be held as Collateral in the same form as received or in such other manner as Secured Party may instruct (with any necessary endorsement). Unless an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, on Secured Party shall pay over, or cause to be paid over, to Grantor any Manufactured Dividend (defined below), but solely to the fifteenth day of October, January, April and July (each extent the amount of such dates being a “Manufactured Dividend exceeds any corresponding Dividend Payment Date”obligation under the Confirmation (and, for the avoidance of doubt, the parties’ obligations to make any Dividend Payment or pay any Manufactured Dividend amounts with respect to the same Cash Dividend (defined in the Master Confirmation) commencing on the date of issuance, and shall be pro-rated for netted against one another, such that only the first party with the greater payment obligation shall make payment of such quarterly period if the same is less than 91 (ninety-one) daysexcess amount). All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value “Manufactured Dividend” shall mean in the case amount of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether any cash dividend or not earned or declared. Such dividends shall be cumulative so that if such dividends distribution made in respect of any previous quarterly dividend period shall not the Shares that have been paid onRehypothecated, after netting any applicable withholding taxes that would apply to (i) such dividend or distribution received by Secured Party from the deficiency shall be fully paid on Issuer and (ii) the further payment of the amount representing such dividend or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter definedafter netting any withholding taxes in (i)) by Secured Party to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysGrantor.

Dividends. (a) The holders Holders of the outstanding Class A-1 shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available thereforefor payment, cumulative dividends at the annual rate Dividend Rate. Dividends on the Preferred Stock shall be paid quarterly in arrears at the Dividend Rate in cash or, subject to receipt of 6% per annum any necessary Shareholder Approval (to the extent necessary), in Preferred Stock as provided pursuant to Section 4. For the avoidance of doubt, unless prohibited by applicable law, the per share purchase price ($1.10) of the Class A-1 Board shall not fail to declare such dividends on Preferred Stock. Such dividends Dividends shall be payable in shares arrears on each Dividend Payment Date to the holders of record of Preferred Stock as they appear on the Company’s Class A-1 stock register at the close of business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any Outstanding share of the Preferred Stock quarterlywith respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, on or declared and a sufficient sum has been set apart for the fifteenth day of October, January, April and July (each payment of such dates being a “Dividend Payment Date”) commencing on the date of issuancedividend, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All upon all Outstanding shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean Preferred Stock. (c) No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of stock Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Company or on a given date, the average behalf of the closing bid prices Company (except by (i) conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash solely in lieu of fractional shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Parity Stock) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority)), unless all Accumulated Dividends shall have been or contemporaneously are declared and paid, or are declared and a sum or Preferred Stock, as the case may be, sufficient for the payment thereof is set apart for such payment, on the Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Further, no dividends or other distributions (other than a dividend or distribution payable solely in shares of Junior Stock and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Junior Stock (except payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority)) unless the payment of the dividend in respect of the Preferred Stock for the most recent dividend period ending on or prior to the date of such declaration or payment has been declared and paid in cash or declared and a sum sufficient for the payment thereof set aside for such payment. Notwithstanding the foregoing, if full dividends have not been paid on the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other at the time of declaration. (d) Holders of shares of Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends (it being understood that this Section 3(d) shall not limit the Company’s common stock for obligations pursuant to Section 3(a)). (e) If any Dividend Payment Date falls on a day that is not a Business Day, the ten trading days immediately preceding required payment will be on the next succeeding Business day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the delay. (f) The holders of shares of Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance with Sections 8 or 9 following such Dividend Record Date or the Company’s default in payment of the dividend due on such Dividend Payment Date. Such dividends In the case of conversion of shares of Preferred Stock pursuant to section 5 following close of business on a Dividend Record Date but prior to the corresponding Dividend Payment Date, the holders of such shares shall accrue on each not be entitled to receive the corresponding dividend payment following conversion (it being understood that the value thereof is included in the conversion terms set forth in Section 5). (g) Notwithstanding anything herein to the contrary, to the extent that any Holder’s right to participate in any Dividend would result in the Holder exceeding the Beneficial Ownership Limitation, then the rights appurtenant to such share commencing on cash, securities, property or options to which such Holder is entitled pursuant hereto shall be limited to the date of issuesame extent provided in Section 11 hereof. Except as provided in Section 8, and the Company shall accrue from day to daymake no payment or allowance for unpaid dividends, whether or not earned in arrears, on converted shares of Preferred Stock or declared. Such for dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, on the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is Stock issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysupon conversion.

Dividends. (a) The holders of the outstanding Class A-1 Series E Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Trustees out of funds legally available thereforefor that purpose, cumulative preferential dividends at payable on each Dividend Payment Date in cash in an amount equal to the annual rate sum of 6(i) $47.625 per share plus (ii) if the sum of all dividends paid on one Common Share during the preceding Dividend Period (i.e., the Dividend Period ending on the immediately preceding Dividend Payment Date) (such sum, the "Prior Period Dividends") exceeds the Common Dividend Threshold Amount (as defined below), an amount equal to the product of (x) 50% per annum times (y) the excess of the per share purchase price Prior Period Dividends over the Common Dividend Threshold Amount times ($1.10z) the Equalization Factor (as defined below). Such dividends shall begin to accrue and shall be fully cumulative from and including the Initial Dividend Accrual Date, whether or not in any Dividend Period or Periods there shall be funds of the Class A-1 Preferred StockCompany legally available for the payment of such dividends, and shall be payable quarterly, when, as and if declared by the Board of Trustees, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Such dividends shall be payable in shares arrears to the holders of record of Series E Preferred Shares, as they appear on the share records of the Company’s Class A-1 Preferred Stock quarterly, Company at the close of business on the fifteenth record date, which shall be the 15th day of October, January, April and July (each of such dates being a “the calendar month in which the applicable Dividend Payment Date”) commencing on Date falls or such other date designated by the date Board of issuance, and shall be pro-rated for the first such quarterly period if the same Trustees that is not more than 30 nor less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading 10 days immediately preceding the relevant Dividend Payment Date. Such Accrued and unpaid dividends shall accrue for any past Dividend Periods may be declared and paid on each any date and for such share commencing interim periods, without reference to any regular Dividend Payment Date, to holders of record on such date, not more than 30 nor less than 10 days preceding the payment date thereof, as may be fixed by the Board of Trustees. Any dividend payment made on the date Series E Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to the Series E Preferred Shares which remains payable. (b) The amount of issue, dividends payable for the initial Dividend Period and for any Dividend Period shorter than a full Dividend Period for the Series E Preferred Shares shall accrue from be computed on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series E Preferred Shares shall not be entitled to dayany dividends, whether payable in cash, property or not earned shares of stock, in excess of cumulative dividends, as herein provided, on the Series E Preferred Shares. No interest, or declared. Such dividends sum of money in lieu of interest, shall be cumulative so that if such dividends payable in respect of any previous quarterly dividend period shall not have been paid onpayment or payments on the Series E Preferred Shares that may be in arrears. (c) If the Company, or any of its Subsidiaries, shall, after the deficiency shall be fully paid on Issue Date consummate a tender or declared and set apart exchange offer for such shares before all or any portion of the Corporation makes any distribution (Company's Common Shares that involves an aggregate consideration per share in excess of the Market Price per Common Share as hereinafter defined) of the date immediately preceding the date notice is first given to the public or the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means Shares of such tender or exchange offer (the transfer of cash or property without consideration"Tender Notice Date"), whether by way of dividend or otherwise (except a dividend in shares then the amount of the Corporation) Prior Period Dividends for the Dividend Period ending on or after the purchase closing date of such tender or redemption of shares of exchange offer, shall include an amount equal to the Corporation for cash or property fair market value (except for an exchange of shares of the Corporation or shares acquired to be determined in good faith by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record to be the fair market value) of the consideration paid in such tender or exchange for each share so tendered less the Market Price per Common Share on the date for immediately preceding the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysTender Notice Date.

Dividends. (a) The holders of the outstanding Class A-1 Series E Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Trustees out of funds legally available thereforefor that purpose, cumulative preferential dividends at payable on each Dividend Payment Date in cash in an amount equal to the annual rate sum of 6(i) $47.625 per share plus (ii) if the sum of all dividends paid on one Common Share during the preceding Dividend Period (i.e., the Dividend Period ending on the immediately preceding Dividend Payment Date) (such sum, the “Prior Period Dividends”) exceeds the Common Dividend Threshold Amount (as defined below), an amount equal to the product of (x) 50% per annum times (y) the excess of the per share purchase price Prior Period Dividends over the Common Dividend Threshold Amount times ($1.10z) the Equalization Factor (as defined below). Such dividends shall begin to accrue and shall be fully cumulative from and including the Initial Dividend Accrual Date, whether or not in any Dividend Period or Periods there shall be funds of the Class A-1 Preferred StockCompany legally available for the payment of such dividends, and shall be payable quarterly, when, as and if declared by the Board of Trustees, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Such dividends shall be payable in arrears to the holders of record of Series E Preferred Shares, as they appear on the share records of the Company at the close of business on the record date, which shall be the 15th day of the calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board of Trustees that is not more than 30 nor less than 10 days preceding the relevant Dividend Payment Date. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid on any date and for such interim periods, without reference to any regular Dividend Payment Date, to holders of record on such date, not more than 30 nor less than 10 days preceding the payment date thereof, as may be fixed by the Board of Trustees. Any dividend payment made on the Series E Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to the Series E Preferred Shares which remains payable. (b) The amount of dividends payable for the initial Dividend Period and for any Dividend Period shorter than a full Dividend Period for the Series E Preferred Shares shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series E Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or shares of stock, in excess of cumulative dividends, as herein provided, on the Series E Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series E Preferred Shares that may be in arrears. (c) If the Company, or any of its Subsidiaries, shall, after the Issue Date consummate a tender or exchange offer for all or any portion of the Company’s Class A-1 Preferred Stock quarterly, on Common Shares that involves an aggregate consideration per share in excess of the fifteenth day Market Price per Common Share as of October, January, April and July (each the date immediately preceding the date notice is first given to the public or the holders of Common Shares of such dates being a tender or exchange offer (the “Dividend Payment Tender Notice Date”), then the amount of the Prior Period Dividends for the Dividend Period ending on or after the closing date of such tender or exchange offer, shall include an amount equal to the fair market value (to be determined in good faith by the Board of Directors to be the fair market value) commencing of the consideration paid in such tender or exchange for each share so tendered less the Market Price per Common Share on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Tender Notice Date. Such dividends shall . (d) Dividends on Series E Preferred Shares will accrue on each such share commencing on whether or not the date of issue, and shall accrue from day to dayCompany has earnings, whether or not earned there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Such . (e) If, for any taxable year, the Company elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the total dividends paid or made available for the year to holders of all classes of capital stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to holders of Series E Preferred Shares shall be in the same portion that the Total Dividends paid or made available to the holders of Series E Preferred Shares for the year bears to the Total Dividends. (f) So long as any Series E Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any class or series of Parity Shares for any period unless full cumulative so that if dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Shares for all Dividend Periods terminating on or prior to the dividend payment date for such class or series of Parity Shares. When dividends are not paid in respect full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends declared upon Series E Preferred Shares and all dividends declared upon any other class or series of Parity Shares shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series E Preferred Shares and accumulated and unpaid on such Parity Shares. (g) So long as any Series E Preferred Shares are outstanding, no dividends (other than dividends or distributions paid solely in, or options, warrants or rights to subscribe for or purchase, Fully Junior Shares) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Shares or Fully Junior Shares, nor shall any Junior Shares or Fully Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of any previous quarterly dividend period employee incentive or benefit plan of the Company or any subsidiary) for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company, directly or indirectly (except by conversion into or exchange for Fully Junior Shares), unless in each case (i) the full cumulative dividends on all outstanding Series E Preferred Shares and any Parity Shares shall not have been or contemporaneously are declared and paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) payment for all past Dividend Periods with respect to the holders of Common Stock. Accrued but unpaid dividends Series E Preferred Shares and all past dividend periods with respect to such Parity Shares and (ii) sufficient funds shall not bear interest. “Distribution” in this section 5 means have been or contemporaneously are declared and paid or declared and set apart for the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares payment of the Corporationdividend for the current Dividend Period with respect to the Series E Preferred Shares and the current dividend period with respect to such Parity Shares. (h) No dividends on Series E Preferred Shares shall be declared by the Board of Trustees or paid or set apart for payment by the purchase or redemption Company at such time as the terms and provisions of shares any agreement of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive planCompany, agreement or arrangement) including any agreement relating to its indebtedness, prohibits such transferdeclaration, purchase payment or redemption by setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a subsidiary of the Corporation. The time of any distribution by way of dividend breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (i) For purposes of this Section 3, the date of declaration thereof and following terms shall have the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days.meanings set forth below:

Dividends. (a) The holders Commencing on the Issue Date, Holders of the shares of outstanding Class A-1 Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available thereforetherefor, subject to Section 4(f), pari passu with (and otherwise with the same treatment in all respects as that of) the Corporation’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) cumulative dividends in arrears at the annual rate of 6% per annum of the 15% per share purchase price on (i) the Liquidation Amount (equivalent to $1.101,500.00 per annum per share) and (ii) the amount of accrued and unpaid dividends from any prior Dividend Period on each such share of Series C Preferred Stock, payable semi-annually on each Dividend Payment Date beginning on the Dividend Payment Commencement Date until the Conversion Date. Dividends shall be payable, at the option of the Class A-1 Corporation, in cash or in kind through the issuance of additional shares of Series C Preferred Stock (a “PIK Dividend”). Notwithstanding the foregoing sentence, if due to the prohibition on conversion in the hands of a Holder that is not a Permitted Transferee as provided in Section 5(a) below, any outstanding shares of Series C Preferred Stock are not converted on the Conversion Date, each such share of Series C Preferred Stock, while outstanding, shall, upon and following the Conversion Date bear cumulative dividends payable, when, as and if declared by the Corporation’s board of directors, at the same date and in amounts equal to the number of shares of Common Stock into which each share of Series C Preferred Stock is then convertible, multiplied by the dividend declared and payable per share of Common Stock. Such dividends shall Dividends will be payable in shares on a Dividend Payment Date to Holders that are Record Holders of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of applicable Record Date with respect to such dates being a “Dividend Payment Date”) commencing , but only to the extent a dividend has been declared to be payable on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall accrue on each such share commencing be paid on the date next Business Day without adjustment and without interest. Accumulations of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect on shares of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Series C Preferred Stock shall not bear interest. “Distribution” in this section 5 means Dividends payable for any period other than a full Dividend Period (based on the transfer number of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of actual days elapsed during the Corporationperiod) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be computed on the date basis of declaration thereof and days elapsed over a 360-day year consisting of twelve 30-day months. (b) Dividends on the time of any distribution by purchase or redemption of shares shall be Series C Preferred Stock are cumulative. To the day cash or property is transferred by extent that the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for does not declare and pay dividends on the determination of holders of Class A-1 Series C Preferred Stock entitled for a Dividend Period prior to receive payment of a the related Dividend Payment Date, in full or otherwise, such unpaid dividend declared thereon, which record date shall be no more than sixty (60) daysaccrue and shall compound on each subsequent Dividend Payment Date until paid.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Holders shall be entitled to receive, with respect to each share of Preferred Stock prior to any distributions made in respect of any Junior Stock in respect of the same fiscal quarter, out of funds legally available thereforefor payment, cumulative cash dividends (“Cash Dividends”) on the Liquidation Preference in effect immediately after the last day of the immediately prior fiscal quarter (or if there has been no prior full fiscal quarter, the Issue Date), computed on the basis of a 360-day year consisting of twelve 30-day months, at the annual rate Dividend Rate. To the extent the Board of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends Directors so declares, Cash Dividends shall be payable in shares arrears on each Dividend Payment Date for the fiscal quarter ending immediately prior to such Dividend Payment Date (or with respect to the first Dividend Payment Date, for the period commencing on the Issue Date and ending on the last day of the fiscal quarter following the Issue Date), to the Holders as they appear on the Company’s Class A-1 stock register at the close of business on the relevant Dividend Record Date. Dividends on the Preferred Stock quarterlyshall accumulate and become Accrued Dividends on a day-to-day basis from the last day of the most recent fiscal quarter, or if there has been no prior full fiscal quarter, from the Issue Date, until Cash Dividends are paid pursuant to this Section 3(a) in respect of such accumulated amounts or the Liquidation Preference is increased in respect of such accumulated amounts pursuant to Section 3(b), Section 3(c) or Section 3(d). (b) Notwithstanding anything to the contrary in Section 3(a), the Company may, at the sole election of the Board of Directors, elect (a “Non-Cash Dividend Election”) to, in lieu of paying a dividend in cash, (i) accrue all or any portion of such dividend to the account of such Holders at the Dividend Rate specified in clause (a) of the definition of “Dividend Rate” and (ii) have such dividend be deemed an Accumulated Dividend that is added to the Liquidation Preference for all purposes of this Certificate of Designations. If the Company shall elect to declare and pay a portion, but not all, of a dividend in cash, then the amount of such dividend paid in cash shall be allocated among the Holders in proportion to the number of shares of Preferred Stock held by each Holder. If the Company fails to pay a Cash Dividend in respect of any fiscal quarter and does not make an affirmative Non-Cash Dividend Election in respect thereof, the Company shall be deemed to have made a Non-Cash Dividend Election for all purposes of this Certificate of Designations. (c) Notwithstanding anything to the contrary, if any shares of Preferred Stock are converted into Common Stock in accordance with this Certificate of Designations on a date during the period between the close of business on any Dividend Record Date and the close of business on the fifteenth day of October, January, April and July (each of such dates being a “corresponding Dividend Payment Date”, the Accrued Dividends with respect to such shares of Preferred Stock, at the Company’s option, shall either (i) commencing be paid in cash on or prior to the date of issuancesuch conversion or (ii) not be paid in cash, be deemed to be Accumulated Dividends and be added to the Liquidation Preference for purposes of such conversion. For the avoidance of doubt, such Accrued Dividends shall include dividends accruing from, and including, the last day of the most recently preceding fiscal quarter to, but not including, the applicable Conversion Date. The Holders at the close of business on a Dividend Record Date shall be entitled to receive any dividend paid as a Cash Dividend on those shares on the corresponding Dividend Payment Date. (d) Notwithstanding anything to the contrary, if any shares of Preferred Stock are redeemed by the Company in accordance with this Certificate of Designations on a date during the period between the close of business on any Dividend Record Date and the close of business on the corresponding Dividend Payment Date, the Accrued Dividends with respect to such shares of Preferred Stock shall be deemed to be Accumulated Dividends and shall be pro-rated added to the Liquidation Preference for purposes of such redemption. For the first avoidance of doubt, such quarterly period if Accrued Dividends shall include dividends accruing from, and including, the same is less than 91 (ninety-one) dayslast day of the most recently preceding fiscal quarter to, but not including, the Optional Redemption Date, the Company Redemption Date or the Change of Control Redemption Date, as applicable. All shares The Holders at the close of common stock business on a Dividend Record Date shall be valued at entitled to receive any dividend paid as a Cash Dividend on those shares on the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the corresponding Dividend Payment Date. Such dividends . (e) So long as any share of the Preferred Stock remains outstanding, except as consented to by the Holders of at least a majority of the then-outstanding shares of Preferred Stock, no dividend or distribution shall accrue on each such share commencing on the date of issuebe declared or paid on, and shall accrue from day to day, whether no redemption or not earned or declared. Such dividends repurchase shall be cumulative so agreed to or consummated of, Parity Stock, Common Stock or any other shares of Junior Stock, unless all accumulated and unpaid dividends for all preceding full fiscal quarters (including the fiscal quarter in which such accumulated and unpaid dividends first arose) of the Company have been declared and paid; provided, however, that the foregoing limitation shall not apply to redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business consistent with past practice, including, without limitation, the forfeiture of unvested shares of restricted stock or share withholdings upon exercise, delivery or vesting of equity awards granted to officers, directors and employees. (f) Except as provided in Section 3(b), if the Company does not make a Non-Cash Dividend Election and fails to pay in full in cash to the Holders a Cash Dividend in an amount equal to the product of the Liquidation Preference multiplied by the Dividend Rate for a fiscal quarter, then (i) the amount of such shortfall (the “Shortfall Amount”) will continue to be owed by the Company to the Holders and will accumulate until paid in full in cash and (ii) the Liquidation Preference will be deemed increased until the Shortfall Amount is paid in full in cash by an amount equal to the Shortfall Amount plus the product of the Liquidation Preference multiplied by a rate per annum of 3% for such fiscal quarter. (g) The Company may declare and pay cash dividends in respect of any previous quarterly its Common Stock only if, for purposes of such cash dividend, each share of Preferred Stock is deemed to be equal to the number of whole shares of Common Stock into which such share of Preferred Stock is convertible as of the date such dividend period shall is declared (at the Conversion Rate then in effect or, if the share of Preferred Stock is not have been paid onthen convertible, the deficiency shall be fully paid on or declared and set apart for by assuming that such shares before of Preferred Stock are convertible at the Corporation makes any distribution Conversion Rate then in effect) (as hereinafter defined) “As-Converted Preferred Stock”), and such dividend is equally allocated among and paid in cash to the holders each share of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof Stock and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 As-Converted Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayson an aggregate basis.

Dividends. (a) The holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, shall be entitled to receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, cumulative dividends as provided in this Section 2. a. The holders of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receivereceive cumulative dividends, out of the funds legally available thereforetherefor, cumulative which shall accrue on each share of Series A Preferred Stock (adjusted for any subdivisions, combinations, consolidations or stock distributions or stock dividends with respect to such shares) at the annual rate Dividend Rate on the sum of 6% per annum (i) the Series A Initial Amount and (ii) all accumulated and unpaid dividends accrued thereon pursuant to this Section 2(a) from the date of issuance thereof (the “Series A Dividends”). The sum of the per share purchase price Series A Initial Amount and the unpaid Series A Dividends is referred to herein as the “Series A Preference Amount.” Such dividends will be calculated and compounded annually in arrears on December 31 of each year ($1.10each a “Dividend Date”) in respect of the Class A-1 Preferred Stockprior twelve month period prorated on a daily basis for partial periods. Such dividends shall commence to accrue on each share of Series A Preferred Stock from the date of issuance thereof whether or not declared by the Board of Directors, and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and shall continue to accrue thereon until the Series A Preference Amount is paid in full. Dividends on each share of Series A Preferred Stock shall be payable in shares of cash. The Corporation shall pay the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) Series A Dividends to the holders of Common Series A Preferred Stock upon conversion pursuant to Section 5 hereof. b. To the extent the Corporation has funds legally available for the payment of dividends, as determined in good faith by the Board of Directors, the Corporation shall, within thirty (30) days following each calendar quarter, so long as shares of Series A Preferred Stock are issued and outstanding, declare and pay dividends equal to the accrued and unpaid dividends on such Series A Preferred Stock as of the immediately preceding calendar quarter to record holders of such Series A Preferred Stock as of the end of the immediately preceding calendar quarter. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred Stock. Accrued , such payment shall be distributed ratably among the holders of the Series A Preferred Stock based upon the aggregate accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means on the transfer of cash or property without consideration, whether Series A Preferred Stock held by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend each holder. c. No dividends shall be declared or paid on the date of declaration thereof and Common Stock until all dividends accrued or declared but unpaid on the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayshave been paid in full.

Dividends. (a) The holders From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), dividends (“Dividends”) on the Preferred Shares shall commence accruing at the Dividend Rate and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears for on the first calendar day of each calendar month (each, an “Dividends Date”) with the first Dividends Date being the first calendar day of the outstanding Class A-1 Preferred Stock calendar month immediately following the Initial Issuance Date. Dividends shall be entitled payable on each Dividends Date, to receiveeach record holder of Preferred Shares (each, a “Holder” and collectively, the “Holders”), in shares of Common Stock (“Dividends Shares”); provided however, that the Company may, at its option following notice to the Holders, pay Dividends on any Dividends Date in cash (“Cash Dividends”) out of funds legally available therefore, cumulative dividends at therefor (with any Cash Dividends required to be paid hereunder and not legally available therefor added to the annual rate of 6% per annum Stated Value of the per Preferred Shares on the applicable Dividend Date) or in a combination of Cash Dividends and Dividends Shares. The Company shall deliver a written notice (each, an “Dividends Election Notice”) to each Holder on or prior to the eleventh (11th) Trading Day prior to the applicable Dividend Date (the date such notice is delivered to all of the Holders, the “Dividends Notice Date”) which notice (i) either (A) confirms that Dividends to be paid on such Dividends Date shall be paid entirely in Dividends Shares or (B) elects to pay Dividends as Cash Dividends or a combination of Cash Dividends and Dividends Shares and specifies the amount of Dividends that shall be paid as Cash Dividends and the amount of Dividends, if any, that shall be paid in Dividends Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Dividends Notice Date, then unless the Company has elected to pay such Dividends as Cash Dividends, the Dividend Election Notice shall indicate that unless the applicable Holder waives the Equity Conditions Failure, the Dividends of the Preferred Shares of such Holder shall be capitalized hereunder and, as of such Dividend Date, shall increase the Stated Value of the Preferred Shares of such Holder on a dollar-for-dollar basis. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Dividends Notice Date but an Equity Conditions Failure occurs at any time prior to the Dividends Date, (A) the Company shall provide each Holder a subsequent notice to that effect and (B) the applicable Holder waives the Equity Conditions Failure, the Dividends of the Preferred Shares of such Holder shall be capitalized hereunder and, as of such Dividend Date, shall increase the Stated Value of the Preferred Shares of such Holder on a dollar-for-dollar basis. Dividends to be paid on an Dividends Date in Dividends Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share purchase price ($1.10in accordance with Section 4(a)) of Common Stock equal to the Class A-1 Preferred Stock. Such dividends quotient of (1) the amount of Dividends payable on such Dividends Date less any Cash Dividends paid and (2) the Alternate Conversion Price in effect on the applicable Dividends Date. (b) When any Dividends Shares are to be paid on an Dividends Date, the Company shall be payable in shares of (i) (A) provided that the Company’s Class A-1 Preferred Stock quarterlytransfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Dividends Shares to which the applicable Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (“FAST”), issue and deliver on the fifteenth day of Octoberapplicable Dividends Date, Januaryto the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by such Holder in writing to the Company at least two (2) Business Days prior to the applicable Dividends Date, April and July (each a certificate, registered in the name of such dates being a “Dividend Payment Holder or its designee, for the number of Dividends Shares to which such Holder shall be entitled and (ii) with respect to each Dividends Date”, pay to such Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Dividends. (c) commencing Prior to the payment of Dividends on an Dividends Date, Dividends on the date of issuance, and Preferred Shares shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued accrue at the Fair Market Value thereof. As used herein Fair Market Value shall mean Dividend Rate and be payable by way of inclusion of the Dividends in the case Conversion Amount on each Conversion Date in accordance with Section 4(c)(i) or upon any redemption in accordance with Section 5(d) or any required payment upon any Bankruptcy Triggering Event or in accordance with Section 6(b) in connection with any Change of stock on Control. From and after the occurrence and during the continuance of any Triggering Event (regardless of whether the Company has delivered an Triggering Event Notice to a given dateHolder or if such Holder has otherwise notified the Company that an Triggering Event has occurred), the average of Dividend Rate shall automatically be increased to eighteen percent (18.0%) per annum (the closing bid prices “Default Rate”). In the event that such Triggering Event is subsequently cured (and no other Triggering Event then exists, including, without limitation, for the Company’s common stock for failure to pay such Dividends at the ten trading days Default Rate on the applicable Dividends Date), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on following the date of issue, such cure; provided that the Dividends as calculated and unpaid at such increased rate during the continuance of such Triggering Event shall accrue from day continue to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) apply to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant extent relating to the terms days after the occurrence of any employee incentive plan, agreement or arrangement) such Triggering Event through and including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and such cure of such Triggering Event. (d) Notwithstanding the time of any distribution by purchase or redemption of shares shall foregoing, additional Dividends may be the day cash or property is transferred declared by the CorporationBoard on the Preferred Shares, whether or not pursuant from time to a contract of an earlier date; provided that where a negotiable debt security is issued time, in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysits sole and absolute discretion.

Dividends. (a) The holders of shares of the outstanding Class A-1 Redeemable PIK Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available thereforetherefor, cumulative dividends at the annual rate of 6% $_____ per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stockshare. Such dividends shall be cumulative and shall accrue and be payable in shares equal quarterly payments of the Company’s Class A-1 Preferred Stock quarterly$____ per share (except as provided in paragraphs (c) and (d) of this Section 3) on March 15, on the fifteenth day of OctoberJune 15, January, April September 15 and July December 15 in each year (each of such dates being a “"Dividend Payment Date”) "), to holders of record at the close of business on the date specified by the Board of Directors at the time such dividend is declared (the "Record Date"), in preference to dividends on the Junior Stock, commencing on the Dividend Payment Date next succeeding the date of issuanceissuance of such share (the "Issuance Date"). Any such Record Date shall be no more than 30 days prior to the relevant Dividend Payment Date to which such Record Date relates. Dividend payments made with respect to shares of Redeemable PIK Preferred Stock shall be made in additional shares of Redeemable PIK Preferred Stock at the rate of .01 share of Redeemable PIK Preferred Stock for each $1.00 of such dividend [; PROVIDED, HOWEVER, that if the Corporation intends to pay a dividend other than in Junior Stock on its Common Stock or any other Junior Stock or any Parity Stock, prior to the payment of such dividend, the Corporation shall first set aside and irrevocably deposit in trust for the holders of the Redeemable PIK Preferred Stock money sufficient to pay the then current quarterly dividend on the Redeemable PIK Preferred Stock and all subsequent dividends on the Redeemable PIK Preferred Stock may be paid only in cash.] All dividends paid with respect to shares of Redeemable PIK Preferred Stock pursuant to this Section 3 shall be paid pro rata to the holders entitled thereto. All shares of Redeemable PIK Preferred Stock issued as a dividend with respect to the Redeemable PIK Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable. (b) In the case of shares of Redeemable PIK Preferred Stock issued other than in payment of a dividend, dividends shall accrue and be cumulative from the Issuance Date thereof. In the case of shares of Redeemable PIK Preferred Stock issued as a dividend, dividends shall accrue and be cumulative from the Dividend Payment Date in respect of which such shares were issued as a dividend. (c) Each fractional share of Redeemable PIK Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Redeemable PIK Preferred Stock pursuant to paragraph (a) of this Section 3, and all such dividends with respect to such outstanding fractional shares shall be cumulative and shall accrue (whether or not declared), and shall be pro-rated for the first such quarterly period if payable in the same is less than 91 manner and at such times as provided for in paragraph (ninety-onea) daysof this Section 3 with respect to dividends on each outstanding share of Redeemable PIK Preferred Stock. All shares Each fractional share of common stock Redeemable PIK Preferred Stock outstanding shall also be entitled to a ratably proportionate amount of any other distributions made with respect to each outstanding share of Redeemable PIK Preferred Stock, and all such distributions shall be valued payable in the same manner and at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue same time as distributions on each such outstanding share commencing on the date of issueRedeemable PIK Preferred Stock. (d) Dividends are cumulative, and shall accrue from day to dayand, accordingly, all dividends not paid, whether or not earned declared, will accumulate until paid, which declaration and payment may be for all or declared. Such dividends shall be cumulative so that if such dividends in respect part of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stockthen accumulated dividends. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of for any past dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired periods may be declared by the Corporation from employees pursuant to the terms Board of Directors and paid on any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred fixed by the CorporationBoard of Directors, whether or not pursuant a regular Dividend Payment Date, to a contract holders of an earlier date; provided that where a negotiable debt security is issued in exchange for shares record on the time books of the distribution is Corporation on such record date as may be fixed by the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereonDirectors, which record date shall be no more than sixty 30 days prior to the payment date thereof. Holders of Redeemable PIK Preferred Stock will not be entitled to any dividends in excess of the full cumulative dividends provided for herein. If any dividend is not paid on the Dividend Payment Date therefor, interest shall accrue on such unpaid dividend at the rate of 10% per annum compounded quarterly from the date of such Dividend Payment Date to the date such dividend is paid. Dividends payable on the Redeemable PIK Preferred Stock for the first quarterly dividend period following the Issuance Date (60or any other dividend payable for a period less than a full quarterly period) daysshall be computed on the basis of a 360-day year or twelve 30-day months. (e) So long as any shares of the Redeemable PIK Preferred Stock are outstanding, the Corporation shall not declare, pay or set apart for payment any dividend or make any distribution on any Junior Stock [(other than dividends or distributions payable in additional shares of Junior Stock), unless at the time of such dividend or distribution the Corporation shall have paid all accrued and unpaid dividends on the outstanding shares of Redeemable PIK Preferred Stock and shall have made provision for payment [in cash] of the then current quarterly dividend.] (f) Whenever dividends on the Redeemable PIK Preferred Stock are in arrears, the Corporation shall not declare dividends on or make any other distribution in respect of any Parity Stock, except dividends paid pro rata on the Redeemable PIK Preferred Stock and all other capital stock ranking on a parity as to dividends and on which dividends are payable in arrears. (g) The Corporation may not, directly or indirectly, retire, redeem, purchase or otherwise acquire any Junior Stock unless the Redeemable PIK Preferred Stock has been redeemed or retired in full. (h) The Corporation may not retire, redeem, purchase or otherwise acquire any of its Parity Stock except for mandatory redemptions made in accordance with the terms of such Parity Stock, provided that at the time of any such redemption all dividends accrued on the Redeemable PIK Preferred Stock shall have been paid or set aside for payment.

Dividends. (a) The holders From and after the date of the outstanding Class A-1 issuance of each Series A Preferred Stock Share, Holders shall be entitled to receivereceive in respect of each such Series A Preferred Share cumulative dividends accruing on a quarterly basis at the Dividend Rate on the Current Liquidation Preference of such Series A Preferred Share as in effect from time to time, out of funds whether or not the Company has assets legally available thereforeto make payment thereof. With respect to any Regular Dividend Payment Date, the Company may declare and pay such cumulative dividends dividends, to the extent permitted by Applicable Law, at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterlysole discretion, to the Holders in cash in arrears on the fifteenth day of October, January, April and July (each of such dates being a “Regular Dividend Payment Date”) commencing ; provided that, to the extent any such cumulative dividends are not paid to the Holders in cash on any Regular Dividend Payment Date, they shall automatically and without any action by the date of issuanceCompany or the Board, be compounded in arrears and shall be pro-rated added to the Current Liquidation Preference effective as of such Regular Dividend Payment Date. For the avoidance of doubt, dividends shall not accrue in respect of Series A Preferred Shares for any period less than a quarterly interval. (b) Each dividend on the Series A Preferred Shares shall be paid pro rata to the Holders entitled thereto. The record date for payment of Regular Dividends will be the date that is the fifteenth (15th) calendar day before the applicable Regular Dividend Payment Date, whether or not such date is a Business Day, and dividends shall only be payable to holders of record of the Series A Preferred Shares as such holders appear on the stock register of the Company at the Close of Business on the related record date. (c) Except as set forth in Section 2.2(a) in respect of the compounding of accrued dividends if not paid in cash on the applicable Regular Dividend Payment Date, no Regular Dividend may be declared with respect to the Series A Preferred Shares unless paid to the Holders immediately on the Regular Dividend Payment Date in cash (it being understood that no Regular Dividends may be declared and paid in securities or otherwise “in kind”). (d) If the Conversion Date for any Series A Preferred Shares is prior to the Close of Business on a record date set for the first payment of any Regular Dividends, the Holder of such quarterly period if shares will not be entitled to such Regular Dividend in respect of such record date. If the same Conversion Date for any Series A Preferred Shares is less than 91 (ninety-one) days. All on or after the Close of Business on a record date set for payment of any Regular Dividends and prior to the applicable Regular Dividend Payment Date, the Holder of such shares as of common stock such record date shall be valued entitled to receive such Regular Dividend, notwithstanding the conversion of such shares prior to the applicable Regular Dividend Payment Date. (e) The payment of any dividend, whether a Regular Dividend or otherwise, including accrued or deemed dividend amounts payable at the Fair Market Value thereoftime of redemption of the Series A Preferred Shares, shall be made net of any required U.S. income tax withholding. As used herein Fair Market Value shall mean If a Holder is entitled to an exemption from or reduction of U.S. income withholding tax either (l) as a resident for tax purposes including in the case of stock on the United States, a given date, the average disregarded entity (as defined in Treasury Regulation Section 301.7701-3 of the closing bid prices for Code) owned by a resident of the United States, or as a person that is engaged in a trade or business in the United States, or (2) under a treaty between the U.S. and a jurisdiction to which the Holder is otherwise subject to the benefits thereunder, then such Holder shall deliver to the Company’s common stock for , at the ten trading days immediately preceding time or times prescribed by Applicable Law or reasonably requested by the Dividend Payment DateCompany, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such dividends In addition, a Holder, if requested by the Company, shall accrue on each deliver such share commencing on other documentation prescribed by Applicable Law or reasonably requested by the date of issue, and shall accrue from day Company as will enable the Company to day, determine whether or not earned such Holder is subject to backup withholding or declaredinformation reporting requirements. Such dividends shall If the Company is unable to satisfy its withholding obligation with respect to any amount required to be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid withheld on or declared and set apart for such shares before the Corporation makes any distribution or deemed distribution to a Holder, such Holder shall indemnify the Company for any taxes imposed by any Governmental Authority. (f) Without limiting the generality of the foregoing, if a Holder is a resident for tax purposes in the United States, engaged in the conduct of a trade or business in the United States, a disregarded entity (as hereinafter defineddefined in Treasury Regulation Section 301.7701-3 of the Code) owned by a resident of the United States, or otherwise subject to tax in the United States (each, a “U.S. Holder”), such U.S. Holder shall deliver to the holders Company duly completed copies of Common StockInternal Revenue Service Form W-9 certifying that such U.S. Holder is exempt from U.S. federal backup withholding tax. Accrued but unpaid dividends Any Holder who is not a U.S. Holder shall not bear interest. “Distribution” in this section 5 means deliver to the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares Company whichever of the Corporationfollowing is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN or the purchase or redemption of shares of the Corporation W-8BEN-E, as applicable, claiming eligibility for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract benefits of an earlier date; provided that where income tax treaty to which the United States is a negotiable debt security is issued party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) duly completed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E, Form W-9, or other certification documents, as applicable, or (iv) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in exchange for shares United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the time of Company to determine the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled withholding or deduction required to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysmade.

Dividends. (ai) The holders of the outstanding Class A-1 Preferred Stock Holder shall be entitled to receive, out of funds legally available thereforefor the payment of dividends, cumulative dividends at the annual rate Dividend Rate on the Stated Value of 6% per annum each share of the per share purchase price ($1.10) Series I Preferred Stock on and as of the Class A-1 Preferred Stock. Such each Dividend Payment Due Date with respect to each Dividend Period; provided, however, that if any dividend is not paid in full on any Dividend Payment Due Date, dividends shall thereafter accrue and be payable in shares at the Default Dividend Rate on the Stated Value of the Company’s Class A-1 each share of Series I Preferred Stock quarterly, until all accrued dividends are paid in full. Dividends on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and Series I Preferred Stock shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on cumulative from the date of issue, and shall accrue from day to day, whether or not earned declared for any reason, including if such declaration is prohibited under any outstanding indebtedness or declaredborrowings of the Corporation or any of its Subsidiaries, or any other contractual provision binding on the Corporation or any of its Subsidiaries, and whether or not there shall be funds legally available for the payment thereof. (ii) Each dividend shall be payable in equal quarterly amounts on each Dividend Payment Due Date, commencing May 15, 2005, to the Holders of record of shares of the Series I Preferred Stock, as they appear on the stock records of the Corporation at the close of business on such record date, not more than 60 days or less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors; provided, however, until February 14, 2006, dividends shall accrue but shall not be payable until February 15, 2006. Such Accrued and unpaid dividends for any past Dividend Period may be declared and paid at any time, without reference to any Dividend Payment Due Date, to Holders of record, not more than 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. (iii) Dividends due hereunder shall be payable in cash; provided, however, that at the option of the Corporation, such dividends shall be cumulative so paid either (x) in cash or (y) through the issuance of duly and validly authorized and issued, fully paid and nonassessable, freely tradable shares of the Common Stock valued at the Market Price and registered for resale in the open market transactions on the Registration Statement (as defined in the Registration Rights Agreement), which Registration Statement shall then be effective under the Securities Act; provided, further, that if such no funds are legally available for the payment of cash dividends on the Series I Preferred Stock, dividends shall be paid as provided in clause (y) above. (b) Except as provided in Section 4(d) hereof, the Holder shall not be entitled to any dividends in respect excess of the cumulative dividends, as herein provided, on the Series I Preferred Stock. (c) So long as any shares of the Series I Preferred Stock are outstanding, no dividends shall be declared or paid or set apart for payment or other distribution declared or made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of an employee incentive or benefit plan (including a stock option plan) of the Corporation or any Subsidiary) for any consideration by the Corporation, directly or indirectly, nor shall any moneys be paid to or made available for a sinking fund for the redemption of any previous quarterly dividend period shares of any Junior Securities, unless in each case (i) the full cumulative dividends required to be paid in cash on all outstanding shares of the Series I Preferred Stock shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before payment for all past Dividend Periods with respect to the Series I Preferred Stock and (ii) sufficient funds shall have been paid or set apart for the payment of the dividend for the current Dividend Period with respect to the Series I Preferred Stock. (d) If the Corporation makes shall at any time or from time to time after the Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash stock or other securities or property without consideration, whether or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or otherwise (except a dividend in spin-off) on shares of its Common Stock, then, and in each such case, in addition to the Corporation) or the purchase or redemption of shares dividend obligation of the Corporation for cash or property (except for an exchange of shares of specified in Section 4(a) hereof, the Corporation shall declare, order, pay and make the same dividend or shares acquired by the Corporation from employees pursuant distribution to each Holder of Series I Preferred Stock as would have been made with respect to the terms number of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary Common Shares the Holder would have received had it converted all of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 its Series I Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysShares.

Dividends. (a) The holders of From and after the outstanding Class A-1 Preferred Stock Effective Date and prior to the Periodic Dividend Commencement Date, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available thereforetherefor, dividends in the amount determined as set forth in Section 4(b)(i), and no more. In the event that the Shareholder Proposals are not approved by the holders of Common Stock in the manner required therefor by the Idaho Business Corporation Act prior to the Periodic Dividend Commencement Date, from and after the Periodic Dividend Commencement Date, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, cumulative cash dividends at in the annual rate amount determined as set forth in Section 4(b)(ii), and no more; provided, however, from and after such date as the Shareholder Proposals are approved in the manner required therefor by the Idaho Business Corporation Act, Holders shall be entitled to receive, when, as and if declared by the Board of 6% per annum Directors, out of the per share purchase price ($1.10) of funds legally available therefor, dividends in the Class A-1 Preferred Stockamount determined as set forth in Section 4(b)(i), and no more. Such Except as otherwise provided herein, such dividends shall be payable quarterly in shares arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of the Company’s Class A-1 Preferred Stock quarterlyDirectors, on the fifteenth day of OctoberMarch 15, JanuaryJune 15, April September 15 and July December 15 (each of such dates being each, a “Dividend Payment Date”) ), commencing on [March 15, 2012]; provided, that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series B Preferred Stock on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day, unless such immediately succeeding Business Day falls in the next calendar month, in which case such Dividend Payment Date shall instead be (and any such dividend shall instead be payable on) the immediately preceding Business Day. Dividends on Series B Preferred Stock shall accrue at any time that dividends on the Series B Preferred Stock are cumulative (whether or not in any dividend period or periods (each, a “Dividend Period”) there shall be funds of the Company legally available for the payment of such dividends and whether or not such dividends are authorized or declared) and accrued dividends shall accumulate to the extent not paid on the Dividend Payment Date first following the Dividend Period for which they accrue. As used herein, the term “accrued” with respect to dividends includes both accrued and accumulated dividends. Dividends that are payable on Series B Preferred Stock on any Dividend Payment Date will be payable to holders of record of Series B Preferred Stock as they appear on the stock register of the Company on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board of Directors or a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Record Date”). Any such day that is a Record Date shall be a Record Date whether or not such day is a Business Day. Each Dividend Period shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the date of issuanceoriginal issue of the Series B Preferred Stock, and shall be pro-rated provided that, for the first any share of Series B Preferred Stock issued after such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given original issue date, the average initial Dividend Period for such shares may commence on and include such other date as the Board of Directors or a duly authorized committee of the closing bid prices for Board of Directors shall determine and publicly disclose) and shall end on and include the Company’s common stock for the ten trading days immediately calendar day preceding the next Dividend Payment Date. Such dividends shall accrue on each such share commencing Dividends payable on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends Series B Preferred Stock in respect of any previous quarterly dividend period shall not have been paid on, the deficiency Dividend Period shall be fully computed by the Company on the basis of a 360-day year and the actual number of days elapsed in such Dividend Period, except that dividends for the initial period will be calculated from the original issue date. Dividends payable in respect of a Dividend Period shall be payable in arrears (i.e., on the first Dividend Payment Date after such Dividend Period). (b) (i) Subject to Section 4(a), if the Board of Directors declares and pays a dividend or other distribution in respect of Company Common Stock (other than with respect to a Permitted Rights Offering), then the Board of Directors shall declare and pay to the Holders of the Series B Preferred Stock, on the same dates on which such dividend or other distribution is declared and paid on the Company Common Stock, a dividend or other distribution in an amount per share of Series B Preferred Stock equal to the product of (x) the per share dividend or other distribution declared and set apart for such shares before paid in respect of each share of Company Common Stock and (y) the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption number of shares of the Corporation for cash or property (except for an exchange of Company Common Stock into which such shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary Series B Preferred Stock is convertible as of the Corporation. The time of any distribution by way of Record Date for such dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysdistribution.

Dividends. (a) The holders of the outstanding Class A-1 shares of Perpetual Preferred Stock shall be entitled to receive, out of any funds legally available thereforetherefor, cumulative (non-compounding) dividends on the Perpetual Preferred Stock in cash, at the annual per share rate of 6% per annum of the per share purchase price ten percent ($1.1010%) of $1,000.00 (adjusted appropriately for stock splits, stock dividends, recapitalizations and the Class A-1 like with respect to the Perpetual Preferred Stock) (a "Perpetual Cumulative Dividend"). Such dividends shall be payable will accumulate quarterly in shares arrears commencing as of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average issuance of the closing bid prices for Perpetual Preferred Stock and be cumulative, to the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to dayextent unpaid, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not they have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall whether or not bear interest. “Distribution” in this section 5 means the transfer of cash there are profits, surplus or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption of shares other funds of the Corporation legally available for cash the payment of dividends. The date on which the Corporation initially issues any share of Perpetual Preferred Stock shall be deemed to be its "date of issuance" regardless of the number of times transfer of such share is made on the stock records maintained by or property for the Corporation and regardless of the number of certificates which may be issued to evidence such share. Perpetual Cumulative Dividends shall become due and payable with respect to any share of Perpetual Preferred Stock as provided in Section 3 and 4. So long as any shares of Perpetual Preferred Stock are outstanding and the Perpetual Cumulative Dividends have not been paid in full in cash: (except for an exchange of shares a) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any Common Stock or other capital stock of the Corporation ranking junior to the Perpetual Preferred Stock; and (b) no shares of capital stock of the Corporation ranking junior to the Perpetual Preferred Stock shall be purchased, redeemed or shares acquired by the Corporation from employees pursuant to and no monies shall be paid into or set aside or made available for a sinking fund for the terms purchase, redemption or acquisition thereof; provided that, unless the holders of any employee incentive plan, agreement or arrangementnot less than sixty-six and two-thirds percent (66 2/3%) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time voting power of any distribution by way the outstanding Perpetual Preferred Stock elect otherwise, the Corporation may repurchase shares of dividend shall be Common Stock from present or former employees of the date of declaration thereof Corporation and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred its subsidiaries on terms approved by the Corporation, whether or not 's board of directors. All numbers relating to the calculation of dividends pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date this Section 2 shall be no more than sixty (60) dayssubject to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Perpetual Preferred Stock.

Dividends. (a) The From the date of issuance hereof, until ___________, 1999 [the second anniversary of the Closing Date under the Purchase Agreement](the "Dividend Payment Date"), the holders of the outstanding Class A-1 Series A Preferred Stock shall be entitled to receive, when and as declared, out of funds legally available thereforethe net profits of the Corporation, cumulative dividends at the annual rate of 6% $0.83 per annum annum, payable in additional shares of the per share purchase price ($1.10) of the Class A-1 Series A Preferred Stock. Such , before any dividends shall be set apart for or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") in any year. The number of shares of Series A Preferred Stock to be issued in payment of the dividend with respect to each outstanding share of Series A Preferred Stock shall be determined by dividing the amount of the dividend that would have been payable had such dividend been paid in cash by $10.00. To the extent that any such dividend would result in the issuance of a fractional share of Series A Preferred Stock (which shall be determined with respect to the aggregate number of shares of Series A Preferred Stock held of record by each holder) then the amount of such fraction multiplied by $10.00 shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible). All dividends declared upon Series A Preferred Stock shall be declared pro rata per share. (b) Dividends on the Series A Preferred Stock through the Dividend Payment Date shall be cumulative, whether or not in either fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year, so that if in either fiscal year, dividends in whole or in part are not paid upon the Series A Preferred Stock, unpaid dividends shall accumulate as against the holders of the Junior Stock and no sums in that fiscal year or any subsequent fiscal year shall be paid to the holders of Junior Stock unless and until all dividends accrued and payable in shares respect of the Company’s Class A-1 Series A 116 Preferred Stock quarterly, on the fifteenth day of October, January, April and July have been paid or a sum sufficient for such payment shall have been set apart. (each of such dates being a “Dividend Payment Date”c) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding At all times after the Dividend Payment Date. Such dividends shall accrue on each such share commencing , if, as and when the Board of Directors of the Corporation declares any cash dividend on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends , the Board of Directors shall not bear interest. “Distribution” in this section 5 means declare a cash dividend on each share of Series A Preferred Stock equal to the transfer dividend payable on each share of cash or property without consideration, whether Common Stock multiplied by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption number of shares of Common Stock into which such share of Series A Preferred Stock is convertible on the Corporation record date for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporationdividend. The time of any distribution by way of Such dividend shall be payable at the date of declaration thereof same time and otherwise on the time of same terms as any distribution by purchase or redemption of shares shall be dividend paid on the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysCommon Stock.

Dividends. (a) The holders cash dividend rate on shares of the outstanding Class A-1 Series A Convertible Preferred Stock shall be entitled to receive1% per annum ($0.01 per share) beginning on January 1, 2000 (the "Dividend Date") if the Series A Convertible Preferred Stock shall not be convertible into shares of Common Stock in accordance with Section 9 hereof. Dividends on shares of the Series A Convertible Preferred Stock shall be fully cumulative, accruing, without interest, from the Dividend Date and shall be payable quarterly in arrears, when, as and if declared by the Board of Directors out of funds legally available thereforefor the payment of cash dividends, cumulative dividends at on March 31, June 30, September 30 and December 31 of each year, except that if such date is not a business day then the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends dividend shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth first immediately succeeding business day of October(as used herein, Januarythe term "business day" shall mean any day except a Saturday, April and July Sunday or day on which banking institutions are legally authorized to close in New York, New York) (each of such dates period being hereinafter referred to as a “"Quarterly Dividend Payment Date”) commencing on the date of issuance, and Period"). Each dividend shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation) or the purchase or redemption record of shares of the Corporation Series A Convertible Preferred Stock as they appear on the stock register of the Company on the record date, which shall be not less than 10 nor more than 60 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Company. Dividends payable for cash or property each Quarterly Dividend Period shall be computed by dividing the annual dividend by four (except rounded to the nearest cent). Dividends payable for an exchange any partial Quarterly Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends on account of arrearages for any past Quarterly Dividend Period may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Company. No interest shall be payable with respect to any dividend payment that may be in arrears. Holders of shares of the Corporation or shares acquired by Series A Convertible Preferred Stock called for redemption between the Corporation from employees pursuant close of business on a dividend payment record date and the close of business on the corresponding dividend payment date shall, in lieu of receiving such dividend on the dividend payment date fixed therefor, receive such dividend payment on the date fixed for redemption together with all other accrued and unpaid dividends to the terms date fixed for redemption. The holders of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary shares of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Series A Convertible Preferred Stock shall not be entitled to receive payment of a dividend declared thereon, which record date shall be no more any dividends other than sixty (60) daysthe cash dividends provided for in this paragraph.

Dividends. (a) If the Corporation declares and pays cash dividends on the Common Stock then, in that event, the holders of shares of Series F Preferred Stock shall be entitled to share in such dividends on a pro rata basis, as if their shares had been converted into shares of Common Stock pursuant to Section 7(a) below immediately prior to the record date for determining the stockholders of the Corporation eligible to receive such dividends. (b) The holders of the outstanding Class A-1 shares of Series F Preferred Stock shall be entitled to receive, out of funds legally available thereforetherefor, cumulative dividends at the an annual rate equal to the excess(if any) of 6(i)9% per annum of the per share purchase price Accreted value over ($1.10ii) any cash dividends paid in accordance with Section 3(a) above, calculated on the basis of the Class A-1 Preferred Stock. Such a 360-day year, consisting of twelve 30-day months, and such dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on accrue quarterly from the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value issuance thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared Accrued and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except compound on a dividend in shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant quarterly basis and be added to the terms Accreted Value of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary each share of the Corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchangeSeries F Preferred Stock. The Board of Directors may fix a record date for the determination of holders of Class A-1 shares of Series F Preferred Stock entitled to receive payment of a dividend declared thereonsuch dividends, which record date shall not be no more than sixty sixty(60) days prior to the applicable dividend payment date. All accrued and unpaid dividends, if any, shall, to the extent funds are legally available therefor, be mandatorily paid immediately prior to the earlier to occur of (60i) daysa Liquidation, (ii) an optional conversion of shares of Series F Preferred Stock pursuant to Section 7(a) below,(iii) an automatic conversion of shares of Series F Preferred Stock pursuant to Section 7(b) below and (iv) a redemption of shares of Series F Preferred Stock pursuant to Section 5 hereof (the "Mandatory Dividend Payment Date"). (c) On the Mandatory Dividend payment Date, all accrued dividends shall be paid,(x) in the case of a Liquidation or a redemption pursuant to Section 5 below, in cash, (y) in the case of an optional conversion or an automatic conversion triggered by a Sale Transaction, in shares of Common Stock or in cash, at the option of the holders of a majority of the shares of the series F Preferred Stock. If dividends are to be paid in shares of Common Stock pursuant to the preceding sentence, the value of such shares shall be determined, (A) in the case of a Sale Transaction (other than as set forth in clause (B), below), by the Net Per Share Price paid for shares of Common Stock on such Sale Transaction or (B) in the case of a Sale Transaction in which no Net Per Share Price is paid for shares of Common Stock or in the case of an optional conversion of shares of Series F Preferred Stock, in good faith by the Board of Directors.

Dividends. (a) The holders of the outstanding Class A-1 Preferred Stock Cash dividends that become payable on unvested Restricted Shares shall be entitled held by the Company in escrow. On each Common Stock dividend payment date (each, a “RS Dividend Date”), the Company shall be deemed to receivehave reinvested any cash dividend otherwise then payable on the unvested Restricted Shares in a number of phantom shares of Common Stock (including any fractional share) equal to the quotient of such dividend divided by the Market Value of a share of Common Stock on such RS Dividend Date and to have credited such phantom shares to an unfunded book account in the Recipient’s name (the “Dividend Escrow Account”). As of each subsequent RS Dividend Date, out of funds legally available therefore, cumulative dividends the phantom shares then credited to the Dividend Escrow Account shall be deemed to receive a dividend at the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Preferred Stock. Such dividends then applicable dividend rate, which shall be reinvested in the same manner in such account in the form of additional phantom shares. If any dividend payable on any RS Dividend Date is paid in shares the form of Common Stock, such stock dividend shall be treated as additional Restricted Shares under this Certificate, with such additional Restricted Shares being subject to the Company’s Class A-1 Preferred Stock quarterlysame vesting and other restrictions as the Restricted Shares with respect to which dividends became payable, on and with any fractional share being treated as a cash dividend that is subject to the fifteenth day of October, January, April escrow and July (each of such dates being a “Dividend Payment Date”) commencing on reinvestment procedures in this Section 6. Any other non-cash dividends credited with respect to Restricted Shares shall be subject to the date of issuanceescrow and reinvestment procedures in this Section 6, and shall be pro-rated valued for purposes of this Section 6 at the first such quarterly period if fair market value thereof as of the same is less than 91 (ninety-one) daysrelevant RS Dividend Date, as determined by the Committee in its sole discretion. All At any Vesting Date, the Company shall deliver out of escrow to the Recipient that whole number of shares of common stock shall be valued at Common Stock equal to the Fair Market Value thereof. As used herein Fair Market Value shall mean in whole number of phantom shares then credited to the case of stock on a given date, Dividend Escrow Account as the average result of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, deemed investment and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends reinvestment in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in phantom shares of the Corporation) or the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant dividends attributable to the terms Restricted Shares on which restrictions lapse at such Vesting Date. The value of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend fractional share shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued paid in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) dayscash.

Dividends. (a) The holders of the outstanding Class A-1 shares of Series C Preferred Stock shall not be entitled to receive, out of funds legally available therefore, cumulative receive dividends at on the annual rate of 6% per annum of the per share purchase price ($1.10) of the Class A-1 Series C Preferred Stock. Such . (b) From and after the time, if any, that the Corporation fails to pay to the holder of any shares of Series C Preferred Stock, on the date specified for redemption in accordance with Section 5, Section 6 or Section 7 hereof or on the date specified for repurchase in accordance with Section 10, the redemption price calculated pursuant to Section 5, the Change of Control Price (as defined below) or the Material Asset Sale Price (as defined below) after such holder has delivered notice to the Corporation pursuant Section 10 of its intention to exercise its repurchase rights under Section 10, if applicable, then (i) no dividends shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each of such dates being a “Dividend Payment Date”) commencing on the date of issuance, and shall be pro-rated for the first such quarterly period if the same is less than 91 (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether declared or not earned paid or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous quarterly dividend period shall not have been paid on, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes payment, or other distribution declared or made, upon any distribution (as hereinafter defined) to the holders of Common Stock. Accrued but unpaid dividends Junior Securities, nor shall not bear interest. “Distribution” in this section 5 means the transfer of cash or property without considerationany Junior Securities be redeemed, whether by way of dividend purchased or otherwise acquired (except other than a dividend in shares of the Corporation) or the redemption, purchase or redemption other acquisition of shares of the Corporation Common Stock expressly required and made for cash purposes of any employee incentive or property (except for an exchange of shares benefit plans or arrangements of the Corporation or shares acquired by the Corporation from employees pursuant to the terms of any employee incentive plan, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time Corporation or the payment of cash in lieu of fractional shares in connection therewith) for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any distribution by way of dividend shall be the date of declaration thereof and the time shares of any distribution by purchase or redemption of shares shall be the day cash or property is transferred such Junior Securities) by the Corporation, whether directly or indirectly (except by conversion into or exchange for Junior Securities or the payment of cash in lieu of fractional shares in connection therewith) and (ii) the Corporation shall not, directly or indirectly, make any payment on account of any purchase, redemption, retirement or other acquisition of any Parity Securities (other than for consideration payable solely in Junior Securities or the payment of cash in lieu of fractional shares in connection therewith); provided, however, that this Section 3(b) shall not be applicable at any time that (A) the Corporation has irrevocably paid, in accordance with Section 5 or Section 7, the entire redemption price payable to each holder of Series C Preferred Stock, (B) the Corporation has irrevocably paid, in accordance with Section 6, the Change of Control Price payable to each holder or (C) the Corporation has irrevocably paid, in accordance with Section 10, the Material Asset Sale Price payable to each holder that has exercised its repurchase right pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix a record date for the determination of holders of Class A-1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) daysSection 10.

Dividends. (a) The holders Holders of Municipal Income Preferred Shares as of 12:00 noon, New York City time, on the outstanding Class A-1 Preferred Stock Business Day preceding the applicable Dividend Payment Date, shall be entitled to receive, when, as and if declared by the Trustees, out of funds legally available thereforetherefor, (i) cumulative dividends dividends, at the annual rate Applicable Dividend Rate, (ii) a Right (as defined in paragraph 3(k)) to receive an Additional Dividend or Additional Dividends in certain circumstances, and (iii) any additional amounts as set forth in paragraph 3(m). Dividends on the Municipal Income Preferred Shares so declared and payable shall be paid in preference to and in priority over any dividends declared and payable on the Common Shares. (b) Dividends on each Municipal Income Preferred Share shall accumulate from its Date of 6% per annum of the per share purchase price Original Issue and will be payable, when, as and if applicable to such Municipal Income Preferred Shares. ($1.10c) of the Class A-1 Preferred Stock. Such dividends Each declared dividend shall be payable in shares of the Company’s Class A-1 Preferred Stock quarterly, on the fifteenth day of October, January, April and July (each applicable Dividend payment Date to the Holder or Holders of such dates being a “Municipal Income Preferred Shares as set forth in paragraph 3(a). Dividends on Municipal Income Preferred Shares in arrears with respect to any past Dividend Payment Date maybe declared and paid at any time, without reference to any regular Dividend Payment Date”) commencing on , pro rata to the Holders of such shares as of a date not exceeding five Business Days preceding the date of issuance, and payment thereof as may be fixed by the Trustees. Any dividend payment made on any Municipal Income Preferred Share shall be pro-rated for first credited against the first such quarterly period if the same is less than 91 dividends accumulated but unpaid (ninety-one) days. All shares of common stock shall be valued at the Fair Market Value thereof. As used herein Fair Market Value shall mean in the case of stock on a given date, the average of the closing bid prices for the Company’s common stock for the ten trading days immediately preceding the Dividend Payment Date. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared) with respect to the earliest Dividend payment Date on which dividends were not paid. (d) Neither Holders nor Beneficial Owners of Municipal Income Preferred Shares shall be entitled to any dividends on the Municipal Income Preferred Shares, whether payable in cash, property or stock, in excess of full cumulative dividends thereon (which include any amounts actually due and payable pursuant to paragraph 3(k), 3(l) or 3(m) of this Part I). Except as provided in paragraph 3(h) of this Part I, neither Holders nor Beneficial Owners of Municipal Income Preferred Shares shall be entitled to any interest, or other additional amount, on any dividend payment on any Municipal Income Preferred Share which may be in arrears. (e) Except as otherwise provided herein, the Applicable Dividend Rate on each Municipal Income Preferred Share for each Dividend Period with respect to such share shall be equal to the lower of the rate per annum that results from implementation of the remarketing procedures described in Part II hereof and the Maximum Dividend Rate. (f) The amount of declared dividends for each Municipal Income Preferred Share payable on each Dividend Payment Date for each 28-day Dividend Period and the Dividend Payment Date or Dates for each Short-Term Dividend Period shall be computed by the Trust by multiplying the Applicable Dividend Rate in effect with respect to dividends payable on such share on such Dividend Payment Date by a fraction the numerator of which shall be the number of days in such Dividend Period such share was outstanding from and including its Date of Original Issue or the preceding Dividend Payment Date, as the case may be, to and including the day preceding such Dividend Payment Date, and the denominator of which shall be 365, then multiplying the amount so obtained by $50,000 and rounding the amount so obtained to the nearest cent. During the Initial Dividend Period and any Long Term Dividend Period, the amount of dividends per share payable on any Dividend Payment Date shall be computed by multiplying the Applicable Dividend Period Rate by a fraction, the numerator of which shall be the number of days from either the Date of Original Issue, with respect to the First Initial Dividend payment Date, or otherwise from the last Dividend Payment Date, and the denominator of which is 360, multiplying the amount so obtained by$50,000, and rounding the amount so obtained to the nearest cent. (g) No later than 12:00 noon, New York City time, on each Dividend Payment Date, the Trust shall deposit in same-day funds with the Paying Agent the full amount of any dividend declared and payable on such Dividend Payment Date on any Municipal Income Preferred Share. (h) The Applicable Dividend Rate for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate and any Municipal Income Preferred Share for which a Special Dividend Period would otherwise have commenced on the first day of or during a Non-Payment Period shall have a 28-day Dividend Period. Any amount of any dividend due on any Dividend Payment Date for any Municipal Income Preferred Shares (if, prior to 12:00 noon, New York City time, on such Dividend Payment Date, the Trust has declared such dividend payable on or within three Business Days after such Dividend Payment Date to the Holders who held such Municipal Income Preferred Shares as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date) or redemption price with respect to any Municipal Income Preferred Shares not paid to Holders when due but paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the first three Business Days after such Dividend Payment Date or due date, as the case may be, shall incur a late charge to be paid therewith to such Holders and calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period divided by 365. If the Trust fails to pay a dividend on a Dividend Payment Date or to redeem any Municipal Income Preferred Shares on the date set for such redemption (otherwise than because it is prevented from doing so by these By-laws or by applicable law), the preceding sentence shall not apply and the Applicable Dividend Rate for the Dividend Period commencing during the Non-Payment Period resulting from such failure shall be the Non-Payment Period Rate. For the purposes of the foregoing and paragraphs 3(g)and 4(g) of this Part I, payment to a person in New York Clearing House(next-day) funds on any Business Day at any time shall be considered equivalent to payment to such person in same-day funds at the same time on the next Business Day, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the next Business Day. (i) Except during a Non-Payment Period, by 12:00 noon, New York City time, on the Remarketing Date in the Remarketing at the end of the Initial Dividend Period applicable to a Municipal Income Preferred Share, and by 12:00noon, New York City time, on the Remarketing Date in the Remarketing at the end of each subsequent Dividend Period applicable to a Municipal Income Preferred Share, the Beneficial Owner of such Municipal Income Preferred Share may elect to tender such share or hold such share for the next Dividend Period to the extent provided in Part II hereof. (j) The Trust may, at its sole option and to the extent permitted by law, by telephonic or written notice (a "Request for Special Dividend Period") to the Remarketing Agent, request that the next succeeding Dividend Period for the Municipal Income Preferred Shares be the number of days (other than 28) evenly divisible by seven, and not fewer than seven or more than 364 in the case of a Short Term Dividend Period or one whole year or more but not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that the Trust may not give a Request for Special Dividend Period of greater than 28 days (and any such request shall be null and void) unless the Trust has given written notice thereof to Moody's and S&P and unless, with respect to the Municipal Income Preferred Shares, full cumulative dividends, any amounts due with respect to redemptions, and any Additional Dividends payable prior to such date have been paid in full and, for any Remarketing occurring after the initial Remarketing, all shares tendered were remarketed in the last occurring Remarketing. Such dividends Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be cumulative so given on or prior to the fourth Business Day but not more than seven Business Days prior to a Remarketing Date and, in the case of a Long Term Dividend Period, shall be given on or prior to the 14th day but not more than 28 days prior to a Remarketing Date. Upon receiving such Request for a Special Dividend Period, the Remarketing Agent shall determine (i) whether, given the factors set forth below, it is advisable that the Trust issue a Notice of Special Dividend Period for Municipal Income Preferred Shares as contemplated by such Request for Special Dividend Period, (ii) the Optional Redemption Price of the Municipal Income Preferred Shares during such Special Dividend Period and (iii) the Specific Redemption Provisions and shall give the Trust written notice (a "Response") of such determination by no later than the third Business Day prior to such Remarketing Date. In making such determination the Remarketing Agent shall consider (1) existing short-term and long-term market rates and indices of such short-term and long-term rates, (2) existing market supply and demand for short-term and long-term securities, (3) existing yield curves for short-term and long-term securities comparable to the Municipal Income Preferred Shares, (4) industry and financial conditions which may affect the Municipal Income Preferred Shares, (5) the investment objective of the Trust, and (6) the Dividend Periods and dividend rates at which current and potential Beneficial Owners of Municipal Income Preferred Shares would remain or become Beneficial Owners. If the Remarketing Agent does not give the Trust a Response by such third Business Day or if such dividends the Response states that given the factors set forth above it is not advisable that the Trust give a Notice of Special Dividend Period, the Trust may not give a Notice of Special Dividend Period in respect of any previous quarterly dividend period shall not have been paid onsuch Request for Special Dividend Period. In the event the Response indicates that it is advisable that the Trust give a Notice of Special Dividend Period, the deficiency shall be fully paid on or declared and set apart for Trust may by no later than the second Business Day prior to such shares before the Corporation makes any distribution Remarketing Date give a notice (as hereinafter defineda "Notice of Special Dividend Period") to the holders Remarketing Agent, the Paying Agent and to the Securities Depository which notice will specify (i) the duration of Common Stockthe Special Dividend Period, (ii) the Optional Redemption Price as specified in the related Response and (iii) the Specific Redemption Provisions, if any, as specified in the related Response. Accrued but unpaid dividends The Trust shall not bear interest. “Distribution” give a Notice of Special Dividend Period and, if the Trust has given a Notice of Special Dividend Period, the Trust is required to give telephonic or written notice of its revocation (a "Notice of Revocation") to the Remarketing Agent (in this section 5 means the transfer case of cash clauses (x) and (y)) and the Securities Depository (in the case of clauses (x) and (y) and (z)) on or property without considerationprior to the Business Day prior to the relevant Remarketing Date if (x) either the 1940 Act Preferred Shares Asset Coverage is not satisfied or the Trust shall fail to maintain S&P Eligible Assets and Xxxxx'x Eligible Assets each with an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount, whether by way of dividend or otherwise (except a dividend in shares each case on each of the Corporation) or two Valuation Dates immediately preceding the purchase or redemption of shares of the Corporation for cash or property (except for an exchange of shares of the Corporation or shares acquired by the Corporation from employees pursuant Business Day prior to the terms relevant Remarketing Date on an actual basis and on a pro forma basis giving effect to the proposed Special Dividend Period (using as a pro forma dividend rate with respect to such Special Dividend Period the dividend rate which the Remarketing Agent shall advise the Trust is an approximately equal rate for securities similar to the Municipal Income Preferred Shares with an equal dividend period), provided that (unless Xxxxx'x advises the Trust to the contrary), in calculating the aggregate Discounted Value of any employee incentive planXxxxx'x Eligible Assets for this purpose, agreement or arrangement) including any such transfer, purchase or redemption by a subsidiary of the Corporation. The time of any distribution by way of dividend Xxxxx'x Exposure Period shall be deemed to be one week longer than the Xxxxx'x Exposure Period that would otherwise apply as of the date of declaration thereof and the time Notice of Special Dividend Period, (y) sufficient funds for the payment of dividends payable on the immediately succeeding Dividend Payment Date for Municipal Income Preferred Shares have not been irrevocably deposited with the Paying Agent by the close of business on the third Business Day preceding the relevant Remarketing Date or (z) the Remarketing Agent advises the Trust that after consideration of the factors listed above, it is advisable to give a Notice of Revocation. If the Trust is prohibited from giving a Notice of Special Dividend Period as a result of any distribution by purchase of the factors enumerated in clause (x), (y) or redemption (z) of shares the prior sentence or if the Trust gives a Notice of Revocation with respect to a Notice of Special Dividend Period for Municipal Income Preferred Shares, the next succeeding Dividend Period for Municipal Income Preferred Shares will be a 28-day Dividend Period, provided that if the then current Dividend Period for Municipal Income Preferred Shares is a Special Dividend Period of less than 28 days, the next succeeding Dividend Period will be the same length as the current Dividend Period. In addition, in the event all Municipal Income Preferred Shares tendered for which the Trust has given a Notice of Special Dividend Period are not remarketed or a Remarketing for Municipal Income Preferred Shares is not held for any reason, the Trust may not again give a Notice of Special Dividend Period with respect to Municipal Income Preferred Shares (and any such attempted notice shall be the day cash or property is transferred by the Corporation, whether or not pursuant null and void) until all Municipal Income Preferred Shares tendered in a subsequent Remarketing with respect to a contract 28-day Dividend Period have been Remarketed. (k) Simultaneously with the declaration of an earlier date; provided that where each dividend at the Applicable Dividend Rate to a negotiable debt security is issued Holder determined as set forth in exchange for shares paragraph 3(a)above (each, a "Paragraph 3(a) Dividend"), the time Trustees shall also declare a dividend to the same Holder consisting of the distribution is the date when the Corporation acquires the shares in such exchange. The Board of Directors may fix one right (a record date for the determination of holders of Class A-1 Preferred Stock entitled "Right") to receive payment an Additional Dividend in respect of a dividend declared thereon, which record date shall be no more than sixty (60) days.such Paragraph 3(a)