ANNEX A 

FORM OF [CERTIFICATE OF DESIGNATIONS] 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [•] 

OF 

[•] 

[Insert name of Issuer], a [Insert entity form] organized and existing under the laws of 

the [Insert jurisdiction of organization] (the “Issuer”), in accordance with the provisions of 

Section[s] [•] of the [Insert applicable statute] thereof, does hereby certify: 

The board of directors of the Issuer (the “Board of Directors”) or an applicable 

committee of the Board of Directors, in accordance with the [[certificate of 

incorporation/articles of association] and bylaws] of the Issuer and applicable law, adopted the 

following resolution on [•] creating a series of [•] shares of Preferred Stock of the Issuer 

designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series [•]”.

RESOLVED, that pursuant to the provisions of the [[certificate of incorporation/articles 

of association] and the bylaws] of the Issuer and applicable law, a series of Preferred Stock, par 

value $[•] per share, of the Issuer be and hereby is created, and that the designation and number 

of shares of such series, and the voting and other powers, preferences and relative, 

participating, optional or other rights, and the qualifications, limitations and restrictions 

thereof, of the shares of such series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the authorized 

and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the 

“Fixed Rate Cumulative Perpetual Preferred Stock, Series [•]” (the “Designated Preferred 

Stock”). The authorized number of shares of Designated Preferred Stock shall be [•]. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached 

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of 

this [Certificate of Designations] to the same extent as if such provisions had been set forth in 

full herein. 

Part. 3. Definitions. The following terms are used in this [Certificate of Designations] 

(including the Standard Provisions in Schedule A hereto) as defined below: 

(a) “Common Stock” means the common stock, par value $[•] per share, of the 

Issuer. 

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 

15 of each year. 
(c) “Junior Stock” means the Common Stock, [Insert titles of any existing Junior 

Stock] and any other class or series of stock of the Issuer the terms of which expressly 

provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to 

rights on liquidation, dissolution or winding up of the Issuer. 

(d) “Liquidation Amount” means $[1,000]1 per share of Designated Preferred 

Stock. 

(e) “Parity Stock” means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or 

series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or 

as to rights on liquidation, dissolution or winding up of the Issuer (in each case without 

regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting 

the foregoing, Parity Stock shall include the Issuer’s [Insert title(s) of existing classes or 

series of Parity Stock]. 

(f) “Signing Date” means [Insert date of applicable securities purchase 

agreement]. 

Part. 4. Certain Voting Matters. [To be inserted if the Charter provides for voting in 

proportion to liquidation preferences: Whether the vote or consent of the holders of a plurality, 

majority or other portion of the shares of Designated Preferred Stock and any Voting Parity 

Stock has been cast or given on any matter on which the holders of shares of Designated 

Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the 

specified liquidation amount of the shares voted or covered by the consent as if the Issuer were 

liquidated on the record date for such vote or consent, if any, or, in the absence of a record date, 

on the date for such vote or consent. For purposes of determining the voting rights of the holders 

of Designated Preferred Stock under Section 7 of the Standard Provisions forming part of this 

[Certificate of Designations], each holder will be entitled to one vote for each $1,000 of 

liquidation preference to which such holder’s shares are entitled.] [To be inserted if the Charter 

does not provide for voting in proportion to liquidation preferences: Holders of shares of 

Designated Preferred Stock will be entitled to one vote for each such share on any matter on 

which holders of Designated Preferred Stock are entitled to vote, including any action by written 

consent.] 

[Remainder of Page Intentionally Left Blank] 

 

1 If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation 

preference references will be modified accordingly. In such case (in accordance with Section 4.7 of the 

Securities Purchase Agreement), the issuer will be required to enter into a deposit agreement.

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 IN WITNESS WHEREOF, [Insert name of Issuer] has caused this [Certificate of 

Designations] to be signed by [•], its [.], this [•] day of [•]. 

[Insert name of Issuer] 

By: ________________________ 

Name: ______________________ 

Title: _______________________

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Schedule A 

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in 

all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock 

shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a 

part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with 

Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and 

the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred 

Stock: 

(a) “Applicable Dividend Rate” means (i) during the period from the Original Issue 

Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth 

anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the 

first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 

9% per annum. 

(b) “Appropriate Federal Banking Agency” means the “appropriate Federal 

banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(c) “Business Combination” means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer’s stockholders. 

(d) “Business Day” means any day except Saturday, Sunday and any day on 

which banking institutions in the State of New York generally are authorized or required by 

law or other governmental actions to close. 

(e) “Bylaws” means the bylaws of the Issuer, as they may be amended from time 

to time. 

(f) “Certificate of Designations” means the Certificate of Designations or 

comparable instrument relating to the Designated Preferred Stock, of which these Standard 

Provisions form a part, as it may be amended from time to time. 

(g) “Charter” means the Issuer’s certificate or articles of incorporation, articles of 

association, or similar organizational document. 

(h) “Dividend Period” has the meaning set forth in Section 3(a). 

(i) “Dividend Record Date” has the meaning set forth in Section 3(a). 

(j) “Liquidation Preference” has the meaning set forth in Section 4(a). 

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(k) “Original Issue Date” means the date on which shares of Designated 

Preferred Stock are first issued. 

(l) “Preferred Director” has the meaning set forth in Section 7(b). 

(m) “Preferred Stock” means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(n) “Standard Provisions” mean these Standard Provisions that form a part of the 

Certificate of Designations relating to the Designated Preferred Stock. 

(o) “Successor Preferred Stock” has the meaning set forth in Section 5(a). 

(p) “Voting Parity Stock” means, with regard to any matter as to which the 

holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 

7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and 

all series of Parity Stock upon which like voting rights have been conferred and are 

exercisable with respect to such matter. 

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each 

share of Designated Preferred Stock if, as and when declared by the Board of Directors or any 

duly authorized committee of the Board of Directors, but only out of assets legally available 

therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a 

rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of 

Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior 

Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin 

to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent 

Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the 

first Dividend Payment Date for such other dividends has passed without such other dividends 

having been paid on such date) and shall be payable quarterly in arrears on each Dividend 

Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 

calendar days after the Original Issue Date. In the event that any Dividend Payment Date would 

otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be 

postponed to the next day that is a Business Day and no additional dividends will accrue as a 

result of that postponement. The period from and including any Dividend Payment Date to, but 

excluding, the next Dividend Payment Date is a “Dividend Period,” provided that the initial 

Dividend Period shall be the period from and including the Original Issue Date to, but excluding, 

the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of 

a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-

day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

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Dividends that are payable on Designated Preferred Stock on any Dividend Payment 

Date will be payable to holders of record of Designated Preferred Stock as they appear on the 

stock register of the Issuer on the applicable record date, which shall be the 15th calendar day 

immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record 

Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether 

payable in cash, securities or other property, other than dividends (if any) declared and 

payable on Designated Preferred Stock as specified in this Section 3 (subject to the other 

provisions of the Certificate of Designations). 

(c) Priority of Dividends. So long as any share of Designated Preferred Stock remains 

outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any 

other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or 

Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no 

Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, 

redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries unless 

all accrued and unpaid dividends for all past Dividend Periods, including the latest completed 

Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such 

amount), on all outstanding shares of Designated Preferred Stock have been or are 

contemporaneously declared and paid in full (or have been declared and a sum sufficient for the 

payment thereof has been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) 

redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in 

connection with the administration of any employee benefit plan in the ordinary course of 

business and consistent with past practice; (ii) the acquisition by the Issuer or any of its 

subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any of its subsidiaries), including as trustees or 

custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or 

of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation 

amount) or Junior Stock, in each case, solely to the extent required pursuant to binding 

contractual agreements entered into prior to the Signing Date or any subsequent agreement for 

the accelerated exercise, settlement or exchange thereof for Common Stock. 

 When dividends are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Dividend 

Payment Date (or, in the case of Parity Stock having dividend payment dates different from the 

Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to 

such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity 

Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and 

payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

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that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the Board of 

Directors out of legally available funds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of 

Directors or a duly authorized committee of the Board of Directors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or 

other property) as may be determined by the Board of Directors or any duly authorized 

committee of the Board of Directors may be declared and paid on any securities, including 

Common Stock and other Junior Stock, from time to time out of any funds legally available for 

such payment, and holders of Designated Preferred Stock shall not be entitled to participate in 

any such dividends. 

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of 

Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as 

to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date 

of payment (such amounts collectively, the “Liquidation Preference”). 

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets 

of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with 

respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts 

payable with respect of any other stock of the Issuer ranking equally with Designated Preferred 

Stock as to such distribution, holders of Designated Preferred Stock and the holders of such 

other stock shall share ratably in any such distribution in proportion to the full respective 

distributions to which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all 

holders of Designated Preferred Stock and the corresponding amounts payable with respect of 

any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to 

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receive all remaining assets of the Issuer (or proceeds thereof) according to their respective 

rights and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders of Designated Preferred Stock 

receive cash, securities or other property for their shares, or the sale, lease or exchange (for 

cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption.

(a) Optional Redemption. The Issuer, at its option, subject to the approval of the 

Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from 

time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at 

the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price 

equal to 100% of the issue price plus any accrued and unpaid dividends (including, if applicable 

as provided in Section 3(a) above, dividends on such amount) (regardless of whether any 

dividends are actually declared) to, but excluding, the date fixed for redemption; provided, 

however, that if less than all of the outstanding Designated Preferred Stock is then being 

redeemed, the Liquidation Amount of the shares of Designated Preferred Stock being redeemed 

shall not be less than 25% of the aggregate Liquidation Amount for all shares of Designated 

Preferred Stock as of the Original Issue Date. 

The redemption price for any shares of Designated Preferred Stock shall be payable on 

the redemption date to the holder of such shares against surrender of the certificate(s) 

evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on 

a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period 

shall not be paid to the holder entitled to receive the redemption price on the redemption date, 

but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record 

Date relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any 

mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of Designated 

Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of 

record of the shares to be redeemed at their respective last addresses appearing on the books of 

the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date 

fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively 

presumed to have been duly given, whether or not the holder receives such notice, but failure 

duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any 

holder of shares of Designated Preferred Stock designated for redemption shall not affect the 

validity of the proceedings for the redemption of any other shares of Designated Preferred 

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Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in 

book-entry form through The Depository Trust Company or any other similar facility, notice of 

redemption may be given to the holders of Designated Preferred Stock at such time and in any 

manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) 

the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed 

and, if less than all the shares held by such holder are to be redeemed, the number of such shares 

to be redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment of the redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro 

rata or in such other manner as the Board of Directors or a duly authorized committee thereof 

may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors 

or a duly authorized committee thereof shall have full power and authority to prescribe the 

terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from 

time to time. If fewer than all the shares represented by any certificate are redeemed, a new 

certificate shall be issued representing the unredeemed shares without charge to the holder 

thereof. 

(e) Effectiveness of Redemption. If notice of redemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessary for the redemption 

have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares 

called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million 

and selected by the Board of Directors, so as to be and continue to be available solely therefor, 

then, notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue 

on all shares so called for redemption, all shares so called for redemption shall no longer be 

deemed outstanding and all rights with respect to such shares shall forthwith on such 

redemption date cease and terminate, except only the right of the holders thereof to receive the 

amount payable on such redemption from such bank or trust company, without interest. Any 

funds unclaimed at the end of three years from the redemption date shall, to the extent 

permitted by law, be released to the Issuer, after which time the holders of the shares so called 

for redemption shall look only to the Issuer for payment of the redemption price of such 

shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock 

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right 

to exchange or convert such shares into any other securities. 

Section 7. Voting Rights.

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(a) General. The holders of Designated Preferred Stock shall not have any voting 

rights except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on 

the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly 

Dividend Periods or more, whether or not consecutive, the authorized number of directors of 

the Issuer shall automatically be increased by two and the holders of the Designated 

Preferred Stock shall have the right, with holders of shares of any one or more other classes 

or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect 

two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill 

such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a 

special meeting called for that purpose prior to such next annual meeting) and at each 

subsequent annual meeting of stockholders until all accrued and unpaid dividends for all 

past Dividend Periods, including the latest completed Dividend Period (including, if 

applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding 

shares of Designated Preferred Stock have been declared and paid in full at which time such 

right shall terminate with respect to the Designated Preferred Stock, except as herein or by 

law expressly provided, subject to revesting in the event of each and every subsequent 

default of the character above mentioned; provided that it shall be a qualification for election 

for any Preferred Director that the election of such Preferred Director shall not cause the 

Issuer to violate any corporate governance requirements of any securities exchange or other 

trading facility on which securities of the Issuer may then be listed or traded that listed or 

traded companies must have a majority of independent directors. Upon any termination of 

the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a 

class to vote for directors as provided above, the Preferred Directors shall cease to be 

qualified as directors, the term of office of all Preferred Directors then in office shall 

terminate immediately and the authorized number of directors shall be reduced by the 

number of Preferred Directors elected pursuant hereto. Any Preferred Director may be 

removed at any time, with or without cause, and any vacancy created thereby may be filled, 

only by the affirmative vote of the holders a majority of the shares of Designated Preferred 

Stock at the time outstanding voting separately as a class together with the holders of shares 

of Voting Parity Stock, to the extent the voting rights of such holders described above are 

then exercisable. If the office of any Preferred Director becomes vacant for any reason other 

than removal from office as aforesaid, the remaining Preferred Director may choose a 

successor who shall hold office for the unexpired term in respect of which such vacancy 

occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders 

required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of 

the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, 

given in person or by proxy, either in writing without a meeting or by vote at any meeting 

called for the purpose, shall be necessary for effecting or validating: 

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(i) Authorization of Senior Stock. Any amendment or alteration of the 

Certificate of Designations for the Designated Preferred Stock or the Charter to authorize 

or create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to 

either or both the payment of dividends and/or the distribution of assets on any 

liquidation, dissolution or winding up of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Certificate of Designations for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or 

other entity, unless in each case (a) the shares of Designated Preferred Stock remain 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and (b) 

such shares remaining outstanding or such preference securities, as the case may be, have 

such rights, preferences, privileges and voting powers, and limitations and restrictions 

thereof, taken as a whole, as are not materially less favorable to the holders thereof than 

the rights, preferences, privileges and voting powers, and limitations and restrictions 

thereof, of Designated Preferred Stock immediately prior to such consummation, taken as 

a whole; provided, however, that for all purposes of this Section 7(c), any increase in the 

amount of the authorized Preferred Stock, including any increase in the authorized 

amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights 

granted by the Issuer to other persons prior to the Signing Date, or the creation and 

issuance, or an increase in the authorized or issued amount, whether pursuant to 

preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any 

securities convertible into or exchangeable or exercisable for any other series of Preferred 

Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to 

the payment of dividends (whether such dividends are cumulative or non-cumulative) and 

the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not 

be deemed to adversely affect the rights, preferences, privileges or voting powers, and 

shall not require the affirmative vote or consent of, the holders of outstanding shares of 

the Designated Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent of the holders of 

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to 

the time when any such vote or consent would otherwise be required pursuant to such Section, 

all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall 

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have been called for redemption upon proper notice and sufficient funds shall have been 

deposited in trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of 

proxies at such a meeting, the obtaining of written consents and any other aspect or matter with 

regard to such a meeting or such consents shall be governed by any rules of the Board of 

Directors or any duly authorized committee of the Board of Directors, in its discretion, may 

adopt from time to time, which rules and procedures shall conform to the requirements of the 

Charter, the Bylaws, and applicable law and the rules of any national securities exchange or 

other trading facility on which Designated Preferred Stock is listed or traded at the time. 

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Issuer 

and the transfer agent for Designated Preferred Stock may deem and treat the record holder of 

any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, 

and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary. 

Section 9. Notices. All notices or communications in respect of Designated Preferred 

Stock shall be sufficiently given if given in writing and delivered in person or by first class 

mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate 

of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, 

if shares of Designated Preferred Stock are issued in book-entry form through The Depository 

Trust Company or any similar facility, such notices may be given to the holders of Designated 

Preferred Stock in any manner permitted by such facility. 

Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have 

any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or 

options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted. 

Section 11. Replacement Certificates. The Issuer shall replace any mutilated certificate at 

the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace 

certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the 

Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, 

together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any 

rights, preferences, privileges or voting powers or relative, participating, optional or other special 

rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the 

Charter or as provided by applicable law.