Common use of Preferred Stock Clause in Contracts

Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions.

Preferred Stock. The Preferred Stock may be issued from time to time in one or more series, as determined by the Board of Directors. The Board of Directors is expressly granted authority authorized to issue shares of provide for the Preferred Stockissue, in one or more series, of all or any of the remaining shares of the Preferred Stock and to fix establish for each such series such the number of its shares, the voting powers, full or limited, of the shares of such series, or that such shares shall have no voting powers, and such the designations, preferences and relative, participating, optional or other special rights of the shares of such series, and such the qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be ), all to the fullest extent now or hereafter permitted by the DGCL. The number Board of Directors is also expressly authorized shares of (unless forbidden in the applicable Preferred Stock may be increased Designation) to increase or decreased decrease (but not below the number of shares thereof then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of such series. Except as otherwise expressly provided in any Preferred Stock Designation, (a) any new series of Preferred Stock may be designated, fixed and determined as provided herein by the affirmative vote Board of Directors without approval of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of Common Stock or the holders of the Preferred Stock, or any series thereof, unless a vote of and (b) any such holders is required pursuant new series may have powers, preferences and rights, including, without limitation, voting rights, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to any or pari passu with the rights of the Common Stock, the Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different future class or series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsCommon Stock.

Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly granted authority authorized to issue provide out of the unissued shares of the Preferred Stock, in Stock for one or more seriesseries of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative participating, optional, or other special rights, if any, of each such series and any qualifications, limitations and restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to fix for each increase or decrease (but not below the number of shares of such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof then outstanding) the number of shares of any series as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) and as may be permitted by filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. The number Without limiting the generality of authorized shares the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be increased superior or decreased rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to including any Preferred Stock Designation). There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except Except as otherwise expressly provided in this Articlerequired by law, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares holders of any one series of Preferred Stock shall have the same designationbe entitled only to such voting rights, preferences if any, as shall expressly be granted thereto by this Second Amended and relative participating, optional or other special rights and qualifications, limitations and restrictionsRestated Certificate (including any Preferred Stock Designation).

Preferred Stock. The 1. Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. 2. Authority is hereby expressly granted authority to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock, Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). 3. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single classthereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. There shall be no limitation or restriction on Certificate of Designation filed with respect to any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsStock.

Preferred Stock. The Board of Directors is expressly granted authority Any Preferred Stock not previously designated as to issue shares of the Preferred Stock, series may be issued from time to time in one or more seriesseries pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board), and to fix for each such series such resolution or resolutions shall also set forth the voting powers, full or limitedlimited or none, of each such series of Preferred Stock and such shall fix the designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof of each such series of Preferred Stock; provided that, except for any right to elect directors upon the failure of the Corporation to pay regular dividends on such Preferred Stock as and when due for a specified period of time, no series of Preferred Stock shall be stated and expressed entitled to vote generally in the election of any directors of the Corporation other than Class A Directors or to vote separately to elect one or more directors of the Corporation. The Board of Directors is authorized to alter the designation, rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions adopted by of the Board of Directors providing for originally fixing the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares constituting any series of Preferred Stock may be increased Stock, to increase or decreased decrease (but not below the number of shares thereof then of any such series than outstanding) the number of shares of any such subsequent to the issue of shares of that series. Each share of Preferred Stock issued by the affirmative vote Corporation, if reacquired by the Corporation (whether by redemption, repurchase, conversion to Common Stock or other means), shall upon such reacquisition resume the status of the holders of a majority of the voting power of all of the then outstanding authorized and unissued shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any undesignated as to series thereof, unless a vote and available for designation and issuance by the Corporation in accordance with the immediately preceding paragraph." The Existing Certificate of any such holders is required pursuant to any Preferred Stock Designation. There Incorporation shall be no limitation or restriction on any variation between any of amended by deleting in its entirety Article V thereof and replacing it with the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions.following:

Preferred Stock. (a) The Board of Directors is expressly granted authority to issue shares of Preferred Stock of the Preferred Stock, Corporation may be issued from time to time in one or more seriesclasses or series thereof, and the shares of each class or series thereof to fix for each such series have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, as shall be are stated and expressed herein or in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted class or series, adopted by the DGCL. The number board of authorized shares directors of the Corporation (the "Board of Directors") as hereinafter provided. (b) Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article IV and to the limitations prescribed by the Delaware Law, to authorize the issue of one or more classes, or series thereof, of Preferred Stock may be increased and with respect to each such class or decreased (but not below series to fix by resolution or resolutions providing for the number issue of shares thereof then outstanding) by such class or series the affirmative vote voting powers, full or limited, if any, of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, such class or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and . The authority of the several Board of Directors with respect to each class or series thereof shall include, but not be limited to, the determination or fixing of Preferred Stock maythe following: (i) the maximum number of shares to constitute such class or series, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined which may subsequently be increased or decreased by the resolution or resolutions of the Board of Directors, Directors unless otherwise provided in the resolution providing for the issuance issue of such class or series, the distinctive designation thereof and the stated value thereof if different than the par value thereof; (ii) the dividend rate of such class or series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the various Corporation, and whether such dividends shall be cumulative or noncumulative; (iii) whether the shares of such class or series shall be subject to redemption, in whole or in part, and if made subject to such redemption the times, prices and other terms and conditions of such redemption, including whether or not such redemption may occur at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event; (iv) the terms and amount of any sinking fund established for the purchase or redemption of the shares of such class or series; provided, however, that all ; (v) whether or not the shares of such class or series shall be convertible into or exchangeable for shares of any one other class or classes of any stock or any other series of any class of stock of the Corporation, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange; (vi) the extent, if any, to which the holders of shares of such class or series shall be entitled to vote with respect to the election of directors or otherwise; (vii) the restrictions, if any, on the issue or reissue of any additional Preferred Stock Stock; (viii) the rights of the holders of the shares of such class or series upon the dissolution of, or upon the subsequent distribution of assets of, the Corporation; and (ix) the manner in which any facts ascertainable outside the resolution or resolutions providing for the issue of such class or series shall have operate upon the same designationvoting powers, preferences and relative participatingdesignations, optional or other special preferences, rights and qualifications, limitations and restrictionsor restrictions of such class or series.

Preferred Stock. The Board Shares of Directors is expressly granted authority to issue shares Preferred Stock of the Preferred Stock, Corporation may be issued from time to time in one or more classes or series, and each of which class or series shall have such distinctive designation or title as shall be fixed by the affirmative vote of a majority of the whole Board of Directors of the Corporation (the "Board of Directors") prior to fix for each the issuance of any shares thereof (the number of directors of the Corporation, as so determined from time to time, being referred to herein as the "Whole Board"). Each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof restrictions, including the dividend rate, redemption price and liquidation preference, and may be convertible into, or exchangeable for, at the option of either the holder or the Corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of capital stock, or any debt securities, of the Corporation at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated and expressed in the this Restated Certificate of Incorporation or in any amendment hereto or in such resolution or resolutions adopted by the Board of Directors providing for the issue issuance of such class or series (a “of Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) adopted from time to time by the affirmative vote of the holders number of a directors constituting the majority of the voting power of all of Whole Board prior to the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote issuance of any such holders is required shares thereof pursuant to any Preferred Stock Designationthe authority hereby expressly vested in it, all in accordance with the DGCL. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions The authority of the Board of DirectorsDirectors with respect to each series shall also include, providing for but not be limited to, the issuance determination of restrictions, if any, on the various series; provided, however, that all issue or reissue of any additional shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsStock.

Preferred Stock. The Board Shares of Directors is expressly granted authority to issue shares of the Preferred Stock, Stock may be issued in one or more series, and from time to fix for time, with each such series to consist of such number of shares and to have such voting powers relative to other classes or series of Preferred Stock, if any, or Common Stock, full or limited or no voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided shall be stated in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors, providing for and the Board of Directors is hereby expressly vested with the authority, to the full extent now or hereafter provided by applicable law, to adopt any such resolution or resolutions. Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of the various series; provided, however, that all any shares of any one series of the Preferred Stock authorized by and complying with the conditions of this Second Amended and Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation. Any shares of Preferred Stock that are redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or this Second Amended and Restated Certificate of Incorporation. Different series of Preferred Stock shall have not be construed to constitute different classes of shares for the same designation, preferences and relative participating, optional purposes of voting by classes unless expressly provided in the resolution or other special rights and qualifications, limitations and restrictionsresolutions providing for the issue of such series adopted by the Board of Directors.

Preferred Stock. The Board of Directors is expressly granted authority authorized, subject to issue limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of the Preferred Stock, Stock in one or more series, to establish the number of shares to be included in each such series, and to fix for each such series such the voting powers (if any), designations, powers, full or limitedpreferences, and such designations, preferences and relative, participating, optional or other special rights rights, if any, of the shares of each such series, and such any qualifications, limitations or restrictions thereof as shall be thereof. Within the limitations or restrictions stated and expressed in the any resolution or resolutions adopted by of the Board of Directors providing for fixing the issue number of shares constituting a series of Preferred Stock, the Board of Directors may increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) by resolution the number of shares of any such series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the undesignated status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series (a “of Preferred Stock Designation”) and as may be permitted by subject to the DGCLrequirements of applicable law. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the in voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single classvote, without a the separate vote of the holders of the Preferred Stock, or any series thereof, unless Stock as a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any class irrespective of the different series provisions of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions Section 242(b)(2) of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsDGCL.

Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted authority to the Board of Directors from time to time to issue shares of the Preferred Stock, Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directorsvote, voting together as a single class, without a separate vote irrespective of the holders provisions of Section 242(b)(2) of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsDGCL.

Preferred Stock. The Board of Directors or any authorized committee thereof is hereby expressly granted authority authorized, to issue the fullest extent permitted by law, to provide from time to time, by resolution or resolutions thereof, out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock, in one or more and, with respect to each such series, and to fix for each the number of shares constituting such series and the designation of such series, the powers (including voting powers), full if any, of the shares of such series and the preferences and relative, participating, optional, special or limitedother rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of such series. Except as otherwise provided by any certificate of designations of any series of Preferred Stock then outstanding or by law, no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof. The designations, powers, preferences and relative, participating, optional or optional, special and other special rights of each series of Preferred Stock, if any, and such the qualifications, limitations or restrictions thereof as shall be stated thereof, if any, may differ from those of any and expressed in the resolution or resolutions adopted by the Board all other series of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCLat any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation generally entitled to vote generally in irrespective of Section 242(b)(2) of the election of directors, voting together as a single classDGCL, without a the separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsa class.

Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted authority to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock, Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single classthereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. There shall be no limitation or restriction on Certificate of Designation filed with respect to any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsStock.

Preferred Stock. The Board of Directors is expressly granted authority Preferred Stock may be issued from time to issue shares of the Preferred Stock, time in one or more series. The Board of Directors of the Corporation (the “Board”) is expressly authorized, subject to any limitations prescribed by the laws of the State of Delaware, to provide, out of unissued shares of Preferred Stock that have not been designated as to series, for series of Preferred Stock by resolution or resolutions adopted and filed pursuant to the applicable laws of the State of Delaware, and, with respect to each series, to establish the number of shares to be included in each such series, to fix for each such series such the designation, vesting, powers (including voting powers, full or limited, and such designations), preferences and relative, participating, optional or other special rights rights, if any, of each such series and such any qualifications, limitations or restrictions thereof as shall be stated and expressed in thereof, and, subject to the resolution rights of such series, to thereafter increase (but not above the total number of authorized shares of the Preferred Stock) or resolutions adopted by decrease (but not below the Board number of Directors providing for the issue shares of such series (a “Preferred Stock Designation”then outstanding) and as may be permitted by the DGCLnumber of shares of any such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority two-thirds of the voting power of all of the then then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereofirrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a separate vote of any such the holders of one or more series is required pursuant to the terms of any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various seriesStock; provided, however, that if two-thirds of the Whole Board (as defined below) has approved such increase or decrease of the number of authorized shares of Preferred Stock, then only the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate vote of the holders of the Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a separate vote of the holders of one or more series is required pursuant to the terms of any series of Preferred Stock, shall be required to effect such increase or decrease. Any shares of any one series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the Corporation, in any manner whatsoever shall have be retired and cancelled promptly after the same designationacquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, preferences without designation as to series, and relative participatingmay be reissued as part of any series of Preferred Stock created by resolution or resolutions of the Board, optional subject to the conditions and restrictions on issuance set forth in this Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) or other special rights and qualificationsin such resolution or resolutions. For purposes of this Restated Certificate, limitations and restrictionsthe term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly granted authority authorized, by resolution or resolutions, to issue provide, out of the unissued shares of the Preferred Stock, in for one or more series of Preferred Stock and, with respect to each such series, and to fix for each fix, without further stockholder approval (except as may be required by Article XIII or any certificate of designation relating to any series of Preferred Stock), the designation (the “Preferred Stock Designation”) of such series such series, the powers (including voting powers, full or limited, and such designations), preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several , of such series of Preferred Stock and the number of shares of such series, which number the Board of Directors may, except as where otherwise expressly provided in this Articlethe designation of such series, vary in any increase (but not above the total number of shares of Preferred Stock then authorized and all respects as fixed available for issuance and determined by not committed for other issuance) or decrease (but not below the resolution or resolutions number of shares of such series then outstanding); provided that, the Board of DirectorsDirectors may neither issue shares of Preferred Stock to KKR or an Affiliate of KKR, providing for amend the issuance terms of the various series; providedSeries I Preferred Stock, however, that all shares nor fix the designation of any one new series of Preferred Stock shall have issued to KKR or an Affiliate of KKR during the same designationProtected Period without the approval of a majority of the Independent Directors. The powers, preferences and relative relative, participating, optional or and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and restrictionsall other series at any time outstanding.

Preferred Stock. (a) The Board of Directors is expressly granted authority to issue shares of Preferred Stock of the Preferred Stock, Corporation may be issued from time to time in one or more seriesseries thereof, and the shares of each series to fix for each such series have such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepowers, participatingpreferences, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations limitations, or restrictions thereof; , as are stated and expressed herein or in the several resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. (b) Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article IV and to the limitations prescribed by the DGCL, to provide for and designate, out of the unissued shares of Preferred Stock that have not been designated as to series, one or more series of Preferred Stock mayand, except as with respect to each such series, to fix by resolution or resolutions providing for the issue of each series the powers (including voting powers, full or limited, if any) of the shares of such series and the designations, preferences, and relative, participating, optional, or other special rights, and qualifications, limitations, or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following: (i) the maximum number of shares to constitute such series (which may subsequently be increased or decreased by resolutions of the Board of Directors unless otherwise expressly provided in this Articlethe resolution providing for the issue of such series), vary the distinctive designation thereof, and the stated value thereof if different than the par value thereof; (ii) the dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the relation that such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the Corporation, and whether such dividends shall be cumulative or noncumulative; (iii) whether the shares of such series shall be subject to redemption, in whole or in part, and if made subject to such redemption, the times, prices, and other terms and conditions of such redemption, including whether or not such redemption may occur at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event; (iv) the terms and amount of any sinking fund established for the purchase or redemption of the shares of such series; (v) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of stock of the Corporation or any other series of any class of stock of the Corporation, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange; (vi) the extent, if any, to which the holders of shares of such series shall be entitled to vote with respect to the election of directors or on any other matter, including, without limitation, the extent to which holders of shares of such series shall be entitled to more or less than one vote per share and the extent to which holders of shares of such series shall be entitled to vote for the election of one or more directors who shall serve for such term (which may be greater or less than the terms of any other directors or class of directors) and have such voting powers (which may be greater or less than the voting powers of any other directors or class of directors) as shall be provided in the resolution or resolutions providing for the issue of such series; (vii) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; (viii) the rights of the holders of the shares of such series upon the dissolution of, or upon the subsequent distribution of assets of, the Corporation; and (ix) the manner in which any facts ascertainable outside the resolution or resolutions providing for the issue of such series shall operate upon the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions of such series. (c) Any shares of any class or series of Preferred Stock purchased, exchanged, converted, or otherwise acquired by the Corporation, in any manner whatsoever, shall be retired and all respects cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as fixed to series, and determined may be reissued as part of any series of Preferred Stock created by the resolution or resolutions of the Board of Directors, providing for subject to the conditions and restrictions on issuance set forth in the Certificate of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional Incorporation or other special rights and qualifications, limitations and restrictionsin such resolution or resolutions.

Preferred Stock. 1 of the authorized shares of Preferred Stock is hereby designated as the “Special Voting Share” (the “Special Voting Share”). The remaining shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly granted authority to issue any or all of the remaining unissued and undesignated shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required to take such action pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any In case the number of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsresolution originally fixing the number of shares of such series.

Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be all to the fullest extent now or hereafter permitted by the DGCL. The Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. Subject to the voting or consent rights, if any, of the holders of any outstanding shares of Preferred Stock, the number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in irrespective of the election provisions of directorsSection 242(b)(2) of the DGCL. For the avoidance of doubt and notwithstanding anything herein to the contrary, subject to the voting together as a single classor consent rights, without a separate vote if any, of the holders of the any outstanding shares of Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any the elimination and reduction of the different series voting requirements of Preferred Stock Section 242 of the DGCL, as permitted by Section 242(d) of the DGCL, shall apply to amendments to the designations, preferences Amended and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except Restated Certificate (as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsdefined below).

Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series only as may be determined and authorized in accordance with the provisions of this Certificate of Incorporation. Subject to the provisions of this Certificate of Incorporation, the Board of Directors is expressly granted authority authorized, to issue shares of the Preferred Stockfullest extent permitted by law, in one or more series, and to fix for each such series such voting and alter the powers, full or limited, and such designations, preferences preferences, and relative, optional, participating, optional or and other special rights rights, and such the qualifications, limitations limitations, and restrictions thereof, granted to or restrictions thereof as shall be stated and expressed imposed upon any wholly unissued series of Preferred Stock and, unless otherwise provided in the any resolution or resolutions adopted by of the Board of Directors providing for originally fixing the issue number of shares constituting any such series series, to increase (a “Preferred Stock Designation”) and as may be permitted by but not above the DGCL. The total number of authorized shares of Preferred Stock may be increased Stock) or decreased decrease (but not below the number of shares thereof of such series then outstanding) by the affirmative vote number of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant series subsequent to the issue of shares of that series. Authorized and unissued shares of any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the may be issued with such designations, preferences powers, voting rights, preferences, and relative, participating, optional or and other special rights, if any, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and such qualifications, limitations and restrictionsrestrictions thereof, if any, only as may be authorized in accordance with the provisions of this Certificate of Incorporation prior to the issuance of any shares of such series of Preferred Stock, including, but not limited to: (i) the distinctive designation of each series and the number of shares that will constitute such series; (ii) the voting rights, if any, of shares of such series and whether the shares of any such series having voting rights shall have multiple votes per share; (iii) the dividends payable on the shares of such series, any restriction, limitation, or condition upon the payment of such dividends, whether dividends shall be cumulative, and the dates on which dividends are payable; (iv) the prices at which, and the terms and conditions on which, the shares of such series may be redeemed, if such shares are redeemable; (v) the purchase or sinking fund provisions, if any, for the purchase or redemption of shares of such series; (vi) any preferential amount payable upon shares of such series in the event of the liquidation, dissolution, or winding-up of the Corporation, or any distribution of its assets; and (vii) the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of such series are convertible or exchangeable, if such shares are convertible or exchangeable. Any and all shares of Preferred Stock issued and for which full consideration has been paid or delivered shall be deemed fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payment thereon.

Preferred Stock. The Board Except as set forth herein or as otherwise required by law, no outstanding share of Directors is expressly granted authority Series C-2 Preferred Stock shall be entitled to issue vote on any matter on which the stockholders of the Company shall be entitled to vote, and no shares of the Series C-2 Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as Stock shall be stated and expressed included in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below determining the number of shares thereof then outstanding) by the affirmative voting or entitled to vote of on any such matters; provided that the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Series C-2 Preferred Stock shall have the right to vote as a separate class on any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Series C-2 Preferred Stock would receive or be exchanged for consideration different on a per share basis from consideration received with respect to or in exchange for the shares of Series C-1 Preferred Stock or would otherwise be treated differently from shares of Series C-1 Preferred Stock in connection with such transaction, except that if the consideration received with respect to, or in exchange for, Series C-1 includes voting securities, shares of Series C-2 Preferred Stock may, without such a separate class vote, receive or be exchanged for non-voting securities which are otherwise identical on a per share basis in amount and form to the voting securities received with respect to or exchanged for the Series C-1 Preferred Stock so long as (i) such non- voting securities are convertible into such voting securities on the same designationterms as the Series C-2 Preferred Stock is convertible into voting stock and (ii) all other consideration is equal on a per share basis. Notwithstanding the foregoing, preferences holders of shares of Series C-2 Preferred Stock shall be entitled to vote as a separate class on any amendment to this paragraph (2) of this Section A and relative participatingon any amendment, optional repeal or other special rights and qualifications, limitations and restrictions.modification of any provision of this 17

Preferred Stock. The Preferred Stock may be divided into and issued from time to time in one or more series as may be fixed and determined by the Board of Directors. The relative rights and preferences of the Preferred Stock of each series shall be such as shall be stated in any resolution or resolutions adopted by the Board of Directors setting forth the designation of the series and fixing and determining the relative rights and preferences thereof (a “Directors’ Resolution”). The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and hereby authorized to fix for each such series such voting and determine the powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights, including, without limitation, voting powers, full or limited, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into Common Stock, Preferred Stock of any series or other securities, any right of the Corporation to exchange or convert shares into Common Stock, Preferred Stock of any series or other securities, or redemption provision or sinking fund provisions, as between series and such as between the Preferred Stock or any series thereof and the Common Stock, and the qualifications, limitations or restrictions thereof thereof, if any, all as shall be stated in a Directors’ Resolution, and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in the Directors’ Resolution. Except where otherwise set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions like action of the Board of Directors, providing for the issuance . The shares of the various series; provided, however, that all shares Preferred Stock of any one series of Preferred Stock shall have be identical with the other shares in the same designationseries in all respects except as to the dates from and after which dividend thereon shall cumulate, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsif cumulative.

Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted authority to the Board of Directors from time to time to issue shares of the Preferred Stock, Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Third Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Third Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directorsvote, voting together as a single class, without a separate vote irrespective of the holders provisions of Section 242(b)(2) of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsDGCL.

Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such class or series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any classes or series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different classes or series of Preferred Stock as to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several classes or series of Preferred Stock may, except as otherwise expressly provided in this ArticleArticle FOURTH, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various classes or series; provided, however, that all shares of any one class or series of Preferred Stock shall have the same powers, designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions.

Preferred Stock. The Board Shares of Directors is expressly granted authority Preferred Stock may be issued from time to issue shares of the Preferred Stock, time in one or more seriesseries as may from time to time be determined by the Board of Directors. Each series shall be distinctly designated. All shares of any one series of the Preferred Stock shall be alike in every particular, and to fix for each such series such voting except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, full or limited, and such designations, preferences and relative, participating, optional or and other special rights of each such series, and such the qualifications, limitations or restrictions thereof thereof, if any, may differ from those of any and all other series at any time outstanding. Except as shall be stated and expressed in hereinafter provided, the Board of Directors is hereby expressly granted authority to fix, by resolution or resolutions adopted prior to the issuance of any shares of each particular series of Preferred Stock, the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, if any, of such series, including but without limiting the generality of the foregoing, the following: (i) the distinctive designation of, and the number of shares of, Preferred Stock which shall constitute the series, which number may be increased (except as otherwise fixed by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”Directors) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the affirmative vote Board of Directors; (ii) the rate and times at which, and the terms and conditions upon which, dividends, if any, on shares of the series shall be paid, the extent of preferences or relations, if any, of such dividends to the dividends payable on any other class or classes of stock of the Corporation, or on any series of Preferred Stock or of any other class or classes of stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative; (iii) the right, if any, of the holders of a majority of the voting power of all of the then outstanding shares of the capital series to convert the same into, or exchange the same for, shares of any other class or classes of stock of the Corporation entitled Corporation, or of any series of Preferred Stock or of any other class or classes of stock of the Corporation, and the terms and conditions of such conversion or exchange; (iv) whether shares of the series shall be subject to vote generally in redemption, and the election of directors, voting together as a single classredemption price or prices including, without limitation, a separate vote redemption price or prices payable in shares of the Common Stock and the time or times at which, and the terms and conditions upon which, shares of the series may be redeemed; (v) the rights, if any, of the holders of shares of the Preferred Stockseries upon voluntary or involuntary liquidation, merger, consolidation, distribution or any sale of assets, dissolution or winding-up of the Corporation; (vi) the terms of the sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and (vii) the voting power, if any, of the holders of shares of the series thereofwhich may, unless a without limiting the generality of the foregoing, include the right to more or less than one vote per share of any such holders is required pursuant or all matters voted upon by the shareholders and the right to any Preferred Stock Designation. There shall be no limitation vote, as a series by itself or restriction on any variation between any of the different together with other series of Preferred Stock as to a class, upon such matters, under such circumstances and upon such conditions as the designationsBoard of Directors may fix, preferences and relativeincluding, participatingwithout limitation, optional the right, voting as a series by itself or together with other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and or together with all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock as a class, to elect one or more directors of the Corporation in the event there shall have been a default in the same designation, preferences payment of dividends on any one or more series of Preferred Stock or under such other circumstances and relative participating, optional or other special rights and qualifications, limitations and restrictionsupon such condition as the Board may determine.

Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted authority to the Board of Directors from time to time to issue shares of the Preferred Stock, Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in vote, irrespective of the election provisions of directors, voting together as a single class, without a separate Section 242(b)(2) of the DGCL (or any successor provision thereto) and no vote of the holders of any class or series of the Preferred Stock, or any series thereofStock voting separately as a class shall be required therefor, unless a vote of any such holders holder is required pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation. There shall be no limitation or restriction on certificate of designation relating to any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsStock).

Preferred Stock. The Board Shares of Directors is expressly granted authority Preferred Stock may be issued from time to issue shares of the Preferred Stock, time in one or more seriesseries of any number of shares, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and to fix for each with such series such powers, including voting powers, full or limitedif any, and such the designations, preferences and relative, participating, optional or other special rights rights, if any, and such any qualifications, limitations or restrictions thereof thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of Preferred Stock from time to time adopted by the Board pursuant to authority so to do which is hereby expressly vested in the Board. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of Directors providing for each series of Preferred Stock, and the issue qualifications, limitations or restrictions thereof, if any, may differ from those of such any and all other series (a “Preferred Stock Designation”) and as may be permitted by the DGCLat any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to any the designations for such Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsStock.

Preferred Stock. The Authority is hereby expressly granted to the Board of Directors is expressly granted authority from time to time to issue shares of the Preferred Stock, Stock in one or more series to have such terms as stated or expressed herein, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix for each the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, relative participating, optional or other special rights rights, and such qualifications, limitations or restrictions thereof thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions adopted by the Board of Directors providing for the issue creation and issuance of any series of Preferred Stock may provide that such series (a “shall be superior or rank equally or be junior to any other series of Preferred Stock Designation”) and as may be to the extent permitted by the DGCLlaw and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directorsvote, voting together as a single class, without a separate vote irrespective of the holders provisions of Section 242(b)(2) of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as otherwise expressly provided in this Article, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictionsDGCL.

Preferred Stock. (a) The Board of Directors is expressly granted authority Preferred Stock may be issued from time to issue shares of the Preferred Stock, time in one or more series, and series pursuant to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the a resolution or resolutions providing for such issue duly adopted by the Board of Directors providing for (authority to do so being hereby expressly vested in the issue Board of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCLDirectors). The number Board of authorized shares of Preferred Stock may be increased Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to resolutions the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; , of any series of Preferred Stock, including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the several number of shares constituting any such series and the designation thereof, or any of the foregoing. The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of Preferred Stock, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Amended and Restated Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. Except as may be otherwise specified by the terms of any series of Preferred Stock, if the number of shares of any series of Preferred Stock mayis so decreased, except then the Company shall take all such steps as are necessary to cause the shares constituting such decrease to resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. (b) Except as otherwise expressly required by law or provided in this ArticleAmended and Restated Certificate of Incorporation, vary in holders of Common Stock shall not be entitled to vote on any amendment to this Amended and all respects as fixed and determined by Restated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the resolution terms of one or resolutions of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one more outstanding series of Preferred Stock shall have if the same designationholders of such affected series are entitled, preferences either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Amended and relative participating, optional or other special rights and qualifications, limitations and restrictionsRestated Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).