ANNEX B 

FORM OF [CERTIFICATE OF DESIGNATIONS] 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES [●] 

OF 

[●] 

 [Insert name of Issuer], [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 [4)] 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 UST Preferred Stock [and] [Insert title(s) of any other classes or series of

Parity Stock] . 

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

agreement]. 

(h) “UST Preferred Stock” means the Issuer’s Fixed Rate Cumulative 

Perpetual Preferred Stock, Series [●]. 

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 

 

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 4.6 of the Securities 

Purchase Agreement), the issuer will be required to enter into a deposit agreement.
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] 
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: 
A-1 

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) “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. 

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

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

stockholders. 

(c) “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. 

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

time to time. 

(e) “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. 

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

articles of association, or similar organizational document. 

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

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

(i) “Liquidation Preference” has the meaning set forth in Section 4(a). 
(j) “Original Issue Date” means the date on which shares of Designated 

Preferred Stock are first issued. 

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

(1) “Preferred Stock” means any and all series of preferred stock of the 

Issuer, including the Designated Preferred Stock. 

(m) “Standard Provisions” mean these Standard Provisions that form a part 

of the Certificate of Designations relating to the Designated Preferred Stock. 

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

(o) “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 per annum rate of 9.0% 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. 

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). 

(b) 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 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 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 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. 

(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: 

(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 (x) 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 (y) 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 noncumulative) 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 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.