**Exhibit3.1**

 

**The Commonwealth ofMassachusettsKevin H. White**Secretary of theCommonwealthSTATE HOUSE, BOSTON, MASS.

** **

**RESTATED ARTICLES OF ORGANIZATION**

 

**General Laws,Chapter 156B, Section 74**

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This certificate must be submitted to the Secretary of the Commonwealthwithin sixty days after the date of the vote of stockholders adopting therestated articles or organization.  Thefee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114.  Make check payable to the Commonwealth ofMassachusetts.

 

We, Martin Annis, President and John E. Rogerson, Clerk of AmericanScience and Engineering, Inc., located at 11 Carleton Street, Cambridge dohereby certify that the following restatement of the articles of organizationof the corporation was duly adopted at a meeting held on September 6,1967, by vote of 15,143 shares of Common Stock out of 16,647 sharesoutstanding, being at least two-thirds of each class of stock outstanding andentitled to vote and of each class or series of stock adversely affectedthereby.

 

# 1.             The name bywhich the corporation shall be known is: American Science and Engineering, Inc.

#  

# 2.             The purposesfor which the corporation is formed are as follows:

#  

See continuation page 2A.

 
| NOTE: | Provisions for which the  space provided under articles 2, 4, 5, and 6 is not sufficient should be set  out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each  article where the provision is set out. Continuation sheets shall be on 8 1⁄2”  wide x 11” high paper and must have a left-hand margin 1 inch wide for  binding. Only one side should be used. |
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**Continuation Page 2A**

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2.             To acquire,hold, manage, buy and sell securities of other corporations and enterprises ofevery kind; to engage in research and furnish services in all fields, includingwithout limitation, science and engineering, and to engage directly orindirectly in the development, manufacture, installation, purchase, sale orlease of machinery, appliances and devices of all kinds which may be needed tocarry on such research or which may be developed or produced as a resultthereof.

 

To design materials and equipment for use ineducation or otherwise, to prepare working prototypes and detailed drawings ofsuch materials and equipment and to manufacture, install, purchase, sell,license the use of or lease such designs or equipment; to discover, invent oracquire processes, improvements, inventions, designs, patents, patent rights,and rights and licenses, trademarks, trade names, copyrights and trade secretsapplicable to any of the foregoing, and to hold, use, sell, license the use ofand otherwise deal in or dispose of the same; to acquire, hold, use and disposeof, buy and sell, and in commission or otherwise deal in personal property ofwhatever kind and wherever situated, and rights and interests therein,including the purchase of stock and securities of the corporation; to lendmoney, credit or security to, to guarantee or assume the obligations of, and toaid in any other manner, other concerns wherever or however organized, anyobligation of which or any interest in which is held by this corporation, or inthe affairs or prosperity of which this corporation has a lawful interest.

 

To lease, purchase, or otherwise acquire andto use, hold, sell, convey, lease, or otherwise dispose of, any real estate,but not to engage in a real estate business within the meaning of Section 7of Chapter 156 of the General Laws.

 

In furtherance of and not in limitation ofthe foregoing purposes, this corporation shall have all the general powersconferred by the laws of the Commonwealth of Massachusetts and all powersnecessary, desirable or incidental to carrying out its corporate powersincluding specifically the power to pledge or mortgage as security for borrowedmoney any property real or personal owned by the corporation.

 

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# 3.             The totalnumber of shares and the par value, if any, of each class of stock which thecorporation is authorized to issue is as follows:

 
| ** **              | ** ** | **WITHOUT PAR VALUE** | ** ** | **WITH PAR VALUE**   |
|-------------------------|------------|-----------------------|------------|----------------------|
| **CLASS OF STOCK** | ** ** | **NUMBER OF SHARES**  | ** ** | **NUMBER OF SHARES** | ** ** | **PAR VALUE** |
|                    |       |                  |       |                 |   |   |
| Preferred               |       | 100,000               |       | None                 |   |   |
|                    |       |                  |       |                 |   |   |
| Common                  |       | None                  |       | 2,000,000            |   | $0.66 2/3 |

##  

## *4.             If more thanone class is authorized, a description of each of the different classes ofstock with, if any, the preferences, voting powers, qualifications, special orrelative rights or privileges as to each class thereof and any series nowestablished:

##  

See Continuation Pages 2B to 2Jinclusive.

 

## *5.             Therestrictions, if any, imposed by the articles of organization upon the transferof shares of stock of any class are as follows:

##  

None

 

## *6.             Other lawfulprovision, if any, for the conduct and regulation of the business and affairsof the corporation, for its voluntary dissolution, or for limiting, defining,or regulating the powers of the corporation, or of its directors orstockholders, or of any class of stockholders:

##  

See Continuation Pages 2K and 2L

 

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*Ifthere are no such provisions, state “None”.

 

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**Continuation Page 2B**

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4.             If more than one class isauthorized, a description of each of the different classes of stock with, ifany, the preferences, voting powers, qualifications, special or relative rightsor privileges as to each class thereof and any series now established:

 

Thereshall be two classes of stock, consisting of Common Stock of the par value of$0.66 2/3 per share and Preferred Stock without par value.

 

The Common Stock.

 

The20,000 shares of Common Stock of $10.00 par value authorized before theadoption of these Restated Articles of Organization shall be changed to 300,000shares of Common Stock of the par value of $0.66 2/3 per share and the numberof authorized shares of Common Stock shall be increased by the adoption ofthese Restated Articles to 2,000,000 shares of Common Stock of par value of$0.66 2/3 per share as set forth in Article 3 above, and each share of the20,000 shares of Common Stock of $10.00 par value which the Corporation wasauthorized to issue before the adoption of these Restated Articles ofOrganization, whether issued, unissued, or held in the treasury of theCorporation, shall be changed into and become 15 shares of the Common Stock ofpar value of $0.66 2/3.  The aggregatepar value of the common shares of par value $0.66 2/3 per share becomingoutstanding by virtue of such change shall be the same as the aggregate amountof the capital of the corporation represented by the outstanding common sharesof the par value of $10.00 per share so changed.

 

Holdersof shares of the Common Stock of $0.66 2/3 value shall be entitled to one votefor each share held on all questions on which shareholders are entitled tovote, and shall vote as a separate class on any matter as to which such classvote is required by the General Laws of Massachusetts or as to which such classvote may be specified in the designation of the voting rights of any seriesestablished under the class of Preferred Stock.

 

The No Par Preferred Stock.

 

(1)           Series of PreferredStock.

 

TheBoard of Directors shall have authority to divide the No Par Preferred Stock intoseries, and to determine and fix the relative rights and preferences of theshares of any series to established prior to the issuance thereof, but onlywith respect to:

 

(a)           The rate of dividend;

(b)           The right of redemption andthe price, terms and manner of redemption;

(c)           Special and relative rightson liquidation;

 

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**Continuation Page 2C**

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(d)           Sinking or purchase fundprovisions;

(e)           Conversion rights, if theshares of any series are issued with the privilege of conversion;

(f)            Conditions under which theseveral series shall have separate voting rights or no voting rights.

 

Exceptas to the matters expressly set forth above in this Paragraph (1), all seriesof the No Par Preferred Stock of the corporation, whenever designated andissued, shall have the same preferences, limitations and relative rights andshall rank equally, share ratably and be identical in all respects as to allmatters.

 

Allshares of any one series of No Par Preferred Stock hereinabove authorized shallbe alike in every particular, and each series thereof shall be distinctlydesignated by letter or descriptive words or figures.

 

(2)           Dividends.

 

Beforeany dividends shall be paid or set apart for payment upon the Common Stock, theholders of No Par Preferred Stock shall be entitled to receive dividends at therate per annum specified as to each series pursuant to Paragraph (1), payablequarterly upon such date as shall be specified as to each series by the Boardof Directors out of the unreserved earned surplus of the corporation or out ofany capital surplus legally available for the payment of such dividends, whenand as declared by the Board of Directors. Such dividends shall accrue on each share of No Par Preferred Stock fromthe first day of the dividend period following that in which such share is issued.  All dividends on No Par Preferred Stock shallbe cumulative so that if the corporation shall not pay the quarterly dividend,or any part thereof, on the No Par Preferred Stock then issued and outstanding,such deficiency in the dividend on the No Par Preferred Stock shall thereafterbe fully paid, but without interest, before any dividend shall be paid or setapart for payment on the Common Stock.

 

Anydividend paid upon the No Par Preferred Stock at a time when any accrueddividends for any prior period are delinquent shall be expressly declared as adividend in whole or partial payment of the accrued dividend for the earliestperiod for which dividends are then delinquent, and shall be so designated toeach shareholder to whom payment is made.

 

(3)           Voting Rights.

 

Theholders of each series of No Par Preferred Stock shall be entitled to suchnumber of votes per share on all questions on which shareholders are entitledto vote as specified pursuant to Paragraph

 

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**Continuation Page 2D**

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(1),with respect to that series of No Par Preferred Stock.  Holders of No Par Preferred Stock, or of anyseries thereof, shall also have such right to vote as a separate class as isprovided by the General Laws of Massachusetts and as shall be specifiedpursuant to Paragraph (1).

 

Solong as any shares of Preferred Stock shall be outstanding, the Corporationshall not, without the affirmative vote or written consent of the holders of atleast two-thirds of the aggregate number of shares of Preferred Stock at thetime outstanding, by an amendment to the Articles of Organization or by mergeror consolidation or in any other manner,

 

(i)            authorize anyclass of stock ranking either as to payment of dividends or distribution ofassets, prior to the Preferred Stock; or

 

(ii)           alter or changethe preferences, special rights or powers given to the Preferred Stock so as toaffect such class of stock adversely, but nothing herein contained shallrequire such a class vote or consent (1) in connection with any increasein the total number of authorized shares of Common Stock or Preferred Stock, (2) inconnection with the authorization or increase of any class of stock ranking ona parity with the Preferred Stock, or (3) in connection with the fixing ofany of the particulars of shares of other series of Preferred Stock that may befixed by the Board of Directors; or

 

(iii)          purchase orredeem less than all the Preferred Stock at the time outstanding unless thefull dividends to which all shares of the Preferred Stock of all series then outstandingshall then be entitled shall have been paid or declared and a sum sufficientfor the payment thereof set apart;

 

provided,however, that no such vote or written consent of the holders of the PreferredStock shall be required if, at or prior to the time when the issuance of anysuch prior stock is to be made or any such change is to take effect or when anysuch purchase or redemption is to take effect, as the case may be, provision ismade for the redemption of all shares of Preferred Stock at the timeoutstanding.

 

(4)           Liquidation, Dissolution orWinding Up.

 

Incase of voluntary or involuntary liquidation, dissolution or winding up of the corporation,the holders of each series of No Par Preferred Stock shall be entitled toreceive out of the assets of the corporation in money or money’s worth theamount specified pursuant to Paragraph (1) with respect to that series ofNo Par Preferred Stock, together with all accrued but unpaid dividends thereon,before any of such assets shall be paid or distributed to holders of CommonStock.

 

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**Continuation Page 2E**

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(5)           Redemption.

 

Thefollowing general redemption provisions shall apply to each series of No ParPreferred Stock (hereinafter in this paragraph referred to as “Series”):  On or prior to the date fixed for redemptionof a particular Series as specified in the notice of redemption for saidSeries, the Corporation shall deposit adequate funds for such redemption, intrust for the account of holders of the Series to be redeemed, with a bankhaving trust powers or a trust company in good standing and having capital,surplus and undivided profits aggregating at least One Million Dollars($1,000,000), and if the name and address of such bank or trust company and thedeposit of or intent to deposit the redemption funds in such trust accountshall have been stated in such notice of redemption, then from and after themailing of such notice and the making of such deposit the shares of the Series calledfor redemption shall no longer be deemed to be outstanding for any purposewhatsoever, and all rights of the holders of such shares in or with respect tothe corporation shall forthwith cease and terminate except only the right ofthe holders of such shares (a) to transfer such shares prior to the datefixed for redemption, (b) to receive out of said deposit the redemptionprice of such shares together with accrued but unpaid dividends to the datefixed for redemption, without interest, upon surrender of the certificate orcertificates representing the shares to be redeemed, and (c) if the sharesof the Series were issued with the privilege of conversion into CommonStock, to convert such shares into shares of Common Stock at any time prior tothe close of business on the fifth day preceding the redemption date for suchshares upon surrender of the certificate or certificates representing theshares to be converted.

 

Anyportion of the moneys so deposited by the corporation, in respect of shares ofthe Series converted into Common Stock, shall be repaid to the corporationupon its request.

 

Anymoneys so deposited by the corporation which shall remain unclaimed by theholders of the Series called for redemption and not converted shall, atthe end of six yeas after the date fixed for redemption, be paid to the corporationupon its request, after which repayment the holders of the shares so called forredemption shall no longer look to the said bank or trust company for thepayment of the redemption price but shall look only to the corporation or toothers, as may be, for the payment of any lawful claim for such moneys whichholders of said shares may shall have.

 

(6)           Conversion Rights.

 

Thefollowing general conversion provisions shall apply to each Series of No ParPreferred Stock which is convertible into Common Stock (hereinafter, in thisparagraph, referred to as “Series”):

 

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**Continuation Page 2F**

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(i)            All shares ofCommon Stock issued upon conversion shall be fully paid and non-assessable, andshall be free of all taxes, liens and charges with respect to the issue thereofexcept taxes payable by reason of issuance in a name other than that of theholder of the share or shares converted and except as otherwise provided byapplicable provisions of the General Laws of Massachusetts.

 

(ii)           The number ofshares of Common Stock issuable upon conversion of a particular Series atany time shall be the quotient obtained by dividing the aggregate conversionvalue, as herein provided, of the shares of that Series surrendered forconversion, by the conversion price per share of Common Stock then in effectfor that Series as herein provided. The corporation shall not be required, however, upon any suchconversion, to issue any fractional share of Common Stock, but in lieu thereofthe corporation may pay to the shareholder who would otherwise be entitled toreceive such fractional share if issued, a sum in cash equal to the value ofsuch fractional share at the rate of the then market value per share of CommonStock, determined in such manner as the Board of Directors of the corporationmay provide.

 

(iii)          The basicconversion price per share of Common Stock for a particular Series, as providedfor herein under the detailed descriptions of the individual Series, shall besubject to adjustment as follows:

 

(a)           An increased conversionprice per share of Common Stock shall become effective whenever the outstandingshares of Common Stock shall be combined into a smaller number of shares.  Such increased conversion price per share ofCommon Stock shall be computed as follows: (1) Separately, for each Series, multiply the total number ofshares of Common Stock outstanding immediately prior to the decrease in thenumber of such shares through such combination by the conversion price then ineffect for each Series; (2) Divide each of the resulting products by thetotal number of shares of Common Stock outstanding immediately after suchdecrease in number of shares through such combination.  The quotients so obtained (taken to thenearest full cent) shall thereafter, until any further change is required underthe provisions of this subparagraph (6) be respectively the conversionprice per share of Common Stock for each Series.

 

(b)           A reduced conversion priceper share of Common Stock shall become effective for any Series wheneverthe corporation shall issue in any manner any Common Stock (other than commonstock (1) issued upon conversion of the presently authorized 100,000shares of No Par Preferred Stock, and (2) issued pursuant to any employeestock option plan) in addition to the shares of Common Stock issued andoutstanding as of the effective date of the amendment to the Articles ofOrganization which designated such Series, without receiving therefore aconsideration per

 

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**Continuation Page 2G**

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shareat least equal to the market value per share of the Common Stock of thecorporation on the date of such issue, such market value to be determined insuch manner as the Board of Directors may provide.  Such reduced conversion price per share ofCommon Stock shall be computed by multiplying the conversion price for each Series thenin effect by a fraction, the numerator of which is the sum of (1) themarket value per share of the Common Stock on the date of such issue multipliedby the total number of shares of Common Stock outstanding immediately prior tothe issuance of such additional shares of Common Stock plus (2) the totalamount of the consideration, if any, received for the issuance of suchadditional shares of Common Stock, and the denominator of which is the marketvalue per share of the Common Stock on the date of such issue multiplied by thetotal number of shares of Common Stock outstanding immediately after theissuance of such additional shares of Common Stock.  The result so obtained (taken to the nearestfull cent) shall thereafter, until any further change is required under theprovisions of this subparagraph (6), be respectively the conversion prices pershare of Common Stock for each Series.

 

(iv)          In the event that the corporation shall give noticeof redemption of any shares of a particular Series, an adjusted conversionprice shall be determined in respect only of the shares so called forredemption, in accordance with the provisions of clause (iii), except that forthe purpose of such determination, Common Stock shall be deemed to have beenissued in accordance with the terms of all options or rights to purchase sharesof Common Stock or securities convertible into shares of Common Stock which maybe outstanding immediately prior to the close of business on the final date forthe conversion of the shares so called for redemption.  The conversion price so determined shall bestated in the notice of redemption and have no application to any shares otherthan the shares so called for redemption.

 

(v)           For the purpose of makingthe computations prescribed above, the following rules shall apply:

 

(a)           In determining theconsideration received for the issuance of any additional shares of CommonStock, no deductions shall be made for the amounts of any commissions or otherexpenses paid or incurred by the corporation for any underwriting or otherwisein connection with the issuance of such additional shares of Common Stock.

 

(b)           In case Common Stock shallbe issued by way of stock dividend or in subdivision or reclassification ofCommon Stock outstanding prior to such issue, the excess of the number ofshares of Common Stock outstanding immediately thereafter over the number ofshares of Common

 

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**Continuation Page 2H**

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Stockoutstanding immediately prior thereto (except such shares issued as stockdividends which shall not in the aggregate during any fiscal year of thecorporation exceed 5% of the Common Stock outstanding at the beginning of suchfiscal year)  shall be deemed to beadditional shares, and the corporation shall be deemed to have received noconsideration for the issuance thereof.

 

(c)           If the corporation issuesany shares (other than shares of the presently authorized No Par PreferredStock and options granted pursuant to any employee stock option plan)convertible into Common Stock, or any obligations so convertible, or anyoptions or warrants to purchase or subscribe for any shares of Common Stock,and if any of such shares or obligations be converted into Common Stock or ifany of such options or warrants be exercised and Common Stock be issued inconnection with such exercise, the corporation shall be deemed to have receivedfor the Common Stock issued upon such conversion or exercise an aggregateconsideration equal to the consideration received by the corporation for the convertibleshares or obligations so converted or for the options or warrants so exercised(before deducting any commissions or other expenses paid or incurred by thecorporation for any underwriting or otherwise in connection with the issuanceof the convertible shares or obligations so converted or the options orwarrants so exercised) plus, in the case of the issuance of Common Stock inconnection with the exercise of options or warrants, the consideration receivedby the corporation for the issuance of Common Stock upon such exercise;provided, however, that adjustments of the conversion price by reason of theconversion of such shares or obligations or by reason of the exercise of suchoptions or warrants need not be made upon each such conversion or exercise butmay be made from time to time under such reasonable regulations as shall beprovided by the Board of Directors but at least once in each month immediatelyfollowing any calendar month during which any such conversion or exercise shalloccur.

 

(d)           If the corporation shallissue any additional shares of Common Stock, or any shares (other than sharesof the presently authorized No Par Preferred Stock and options granted pursuantto any employee stock option plan) convertible into Common Stock, or anyobligations so convertible, or any options or warrants to purchase or subscribefor any shares of Common Stock, for a consideration other than cash, the amountof the consideration received therefor by the corporation shall be deemed to bethe fair value of such consideration, which shall be determined by the Board ofDirectors at or before the time of issuance of such shares or obligations.

 

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**Continuation Page 2I**

 

(vi)          If the corporation shall be consolidated with ormerged into, or sell or dispose of all or substantially all of its property andassets, to any other corporation, proper provisions shall be made as part ofthe terms of such consolidation, merger or sale that the holder of any sharesof a particular Series at the time outstanding shall thereafter beentitled to such conversion rights with respect to securities and other assetsof the corporation resulting from such consolidation, merger or sale as shallbe substantially equivalent to the conversion rights herein granted.

 

(vii)         Except as provided in clauses (iii) and (iv) ofthis subparagraph (6), the corporation shall not in any manner dilute, impairor change the conversion rights of any Series without making adequateprovisions for an adjustment of the conversion rights of such Series.

 

(viii)        No adjustment with respect to dividends upon any Series orwith respect to dividends upon Common Stock, shall be made in connection with anyconversion.

 

(ix)           Whenever there is an issue of additional shares ofCommon Stock of the corporation requiring a change in the conversion price asprovided above, and whenever there occurs any other event which results in achange in the existing conversion rights of the holders of shares of a Series,the corporation shall file with its transfer agent or agents and at itsprincipal office in Cambridge, Massachusetts, a statement signed by thePresident or a Vice-President and by the Treasurer or Assistant Treasurer ofthe corporation, describing specifically such issue of additional shares ofCommon Stock or such other event (and, in the case of a consolidation ormerger, the terms thereof) and the actual conversion prices or basis ofconversion as changed by such issue or event and the change, if any, in thesecurities issuable upon conversion. Whenever there are issued by thecorporation any options or rights to purchase shares of Common Stock orsecurities convertible into shares of Common Stock, the corporation shall alsofile in like manner a statement describing the same and the considerationreceivable by the corporation there from. The state so filed shall be open to inspection by any holder of recordof shares of any Series.

 

(x)            The corporation shall at all times have authorizedand shall at all times reserve and set aside a sufficient number of dulyauthorized shares of Common Stock for the conversion of all Stock of all Series thenoutstanding.  Upon or prior to theoccurrence of any event which may give rise to a change in the conversion priceper share of Common Stock, the corporation shall make adequate provision sothat shares of Common Stock thereafter issued on conversion of shares of each Series shallbe validly issued, fully paid and non-assessable; and the corporation shallmake appropriate provisions

 

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**Continuation Page 2J**

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so that any issue of Common Stock or of any other class of shares ofthe corporation as a dividend on, or in subdivision or reclassification of,Common Stock, shall be made applicable to shares of Common Stock held forconversion of each Series at the time such shares of Common Stock shall beissued upon such conversion.

 

Dividend Preference.

 

All shares of No Par Preferred Stock shall rank equally and shall shareratably, in proportion to the rate of dividend fixed hereunder in respect toeach such share, in all dividends paid or set aside for payment for anydividend period or part thereof upon any such shares.

 

Liquidation Preference.

 

In case of the voluntary or involuntary liquidation, dissolution, orwinding up of the corporation if the assets of the corporation shall beinsufficient to pay the holders of all the No par Preferred Stock thenoutstanding the entire amounts to which they may be entitled, the holders ofeach outstanding series of the No Par Preferred Stock shall share ratably insuch assets In proportion to the respective liquidation prices.

 

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2K

 

6.             Other lawful provisions forthe conduct and regulation of the business and affairs of the corporation, forits voluntary dissolution, or for limiting, defining, or regulating the powersof the corporation, or of its directors or stockholders, or of any class ofstockholders:

 

NoDirector or officer shall be disqualified by his office from dealing or contractingas vendor, purchaser or otherwise, whether in his individual capacity orthrough any other corporation, trust, association or firm in which he isinterested as stockholder, director, trustee, partner or otherwise, with thecorporation or any corporation, trust, association or firm in which thecorporation shall be a stockholder or otherwise interested or which shall holdstock or be otherwise interested in the corporation, nor shall any such dealingor contract be avoided, nor shall any Director or officer so dealing orcontracting be liable to account for any profit or benefit realized through anysuch dealing or contract to the corporation or to any stockholder or creditorthereof because of the fiduciary relationship established by reason of his holdingsuch Directorship or office.  SuchDirector or officer shall, however, disclose the nature of any such interestthen existing, though not necessarily the details or extent thereof, to theBoard of Directors before any action is taken by the Board authorizing suchdealing or contract, or if any such interest shall later arise, within areasonable time thereafter.  A generalnotice that a Director or officer is a Director, stockholder, officer, trusteeor partner of, or otherwise interested in, any specified corporation, trust,association or firm and is to be regarded as interested in all transactionstherewith shall be a sufficient disclosure under this paragraph.  No Director shall vote as a Director on anysuch dealing or contract, and if he does so vote his vote shall not be countedbut shall not render such dealing or contract voidable, except that a Directormay vote on any contract or agreement by the corporation to indemnify him, andexcept also that such prohibition against voting may at any time be suspendedor relaxed by the stockholders at a meeting called for the purpose.

 

No stockholder shall be disqualified from dealing or contracting asvendor, purchaser or otherwise, either in his individual capacity or throughany other corporation, trust, association or firm in which he is interested asstockholder, director, trustee, partner or otherwise, with

 

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2L

 

thecorporation or any corporation, trust, association or firm in which thecorporation shall be a stockholder or otherwise interested or which shall holdstock or be otherwise interested in the corporation, nor shall any stock suchdealing or contract be avoided, nor shall any stockholder so dealing orcontracting be liable to account for any profit or benefit realized through anysuch contract or dealing to the corporation or to any stockholder or creditorthereof by reason of such stockholder holding stock in the corporation to anyamount, nor shall any fiduciary relationship be deemed to be established bysuch stockholding.

 

Meetings of the stockholders of the corporation may be held at anyplace within the United States.

 

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*We further certify that the foregoing restate articles of organizationaffect no amendments to the articles of organization of the corporation asheretofore amended, except amendments to the foregoing articles 2, 3, 4, 5 and6.

(*If there are no suchamendments, state “None”.)

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OFPERJURY, we have hereto signed our names this 6th day of September inthe year 1967.

 
|   | /s/  Martin Annis        |
|--------|--------------------------|
|   | Martin  Annis, President |
|   |                     |
|   | /s/  John E. Rogerson    |
|   | John  E. Rogerson, Clerk |

 

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**THE COMMONWEALTH OFMASSACHUSETTS**

** **

**RESTATED ARTICLES OFORGANIZATION**

** **

**(General Laws,Chapter 156B, Section 74)**

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I hereby approve the within restated articles of organization and, thefiling fee in the amount of $2,050.00 having been paid, said articles aredeemed to have been filed with me this 7th day ofSeptember, 1967.

 
|   | /s/  Kevin H. White                                       |
|--------|-----------------------------------------------------------|
|   | Kevin  H. White                                           |
|   | Secretary  of the Commonwealth State House, Boston, Mass. |

 

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**The Commonwealth ofMassachusettsJohn F. X. Davoren***Secretary of the Commonwealth*STATE HOUSE, BOSTON, MASS.

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**ARTICLES OF AMENDMENT**

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**General Laws,Chapter 156B, Section 72**

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This certificate must be submitted to the Secretary of the Commonwealthwithin sixty days after the date of the vote of stockholders adopting theamendment.  The fee for filing thiscertificate is prescribed by General Laws, Chapter 156B, Section 114.  Make check payable to the Commonwealth ofMassachusetts.

 

We, Martin Annis, President and John E. Rogerson, Clerk of AmericanScience and Engineering, Inc., located at 955 Massachusetts Avenue,Cambridge, Massachusetts do hereby certify that the following amendment to thearticles of organization of the corporation was duly adopted at a meeting heldon March 20, 1973, by vote of 231,527 shares of common stock out of414,445 shares outstanding, being at least a majority of each class outstandingand entitled to vote thereon.(1)

 

VOTED:                 To amend the company’sArticles of Organization to increase the authorized common stock to 3,000,000shares, with a par value of $.66 2/3 a share, such amendment to be effective onMarch 28, 1973.

 

The foregoing amendment will become effective when these articles ofamendment are filed in accordance with Chapter 156B, Section 6 of theGeneral Laws unless these articles specify, in accordance with the voteadopting the amendment, a later effective date not more than thirty days aftersuch filing, in which event the amendment will become effective on such laterdate.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OFPERJURY, we have hereto signed our names this 20th day of March inthe year 1973.

 
|   | /s/  Martin Annis        |
|--------|--------------------------|
|   | Martin  Annis, President |
|   |                     |
|   | /s/  John E. Rogerson    |
|   | John  E. Rogerson, Clerk |

 

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(1)   For amendments adoptedpursuant to Chapter 156B, Section 70.

 

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**THE COMMONWEALTH OFMASSACHUSETTS**

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**ARTICLES OF AMENDMENT**

** **

**(General Laws,Chapter 156B, Section 72)**

** **

I hereby approve the within articles of amendment and, the filing feein the amount of $500.00 having been paid, said articles are deemed to havebeen filed with me this 28th day of March, 1973.

 
|   | /s/  John F. X. Davoren                                   |
|--------|-----------------------------------------------------------|
|   | John  F. X. Davoren                                       |
|   | Secretary  of the Commonwealth State House, Boston, Mass. |

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**TO BE FILLED IN BYCORPORATION**

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PHOTO COPY OF AMENDMENT TO BE SENT

 

TO:         John E.RogersonHutchins & WheelerOne Boston PlaceBoston, Massachusetts 02108

 

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**The Commonwealth ofMassachusettsPAUL GUZZI***Secretary of the Commonwealth*STATE HOUSE, BOSTON, MASS.02133

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**ARTICLES OF AMENDMENT**

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**General Laws,Chapter 156B, Section 72**

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This certificate must be submitted to the Secretary of the Commonwealthwithin sixty days after the date of the vote of stockholders adopting theamendment.  The fee for filing thiscertificate is prescribed by General Laws, Chapter 156B, Section 114.  Make check payable to the Commonwealth ofMassachusetts.

 

We, Martin Annis, President and Sylvia J. Cox, Clerk of AmericanScience and Engineering, Inc., located at 955 Massachusetts Avenue,Cambridge, do hereby certify that the following amendment to the articles oforganization of the corporation was duly adopted at a meeting held onMay 17, 1976, by vote of 1,307,887 shares of $.66 2/3 par value commonstock out of 2,105,190 shares outstanding, being at least a majority of eachclass outstanding and entitled to vote thereon.(1)

 

VOTED:                 That the number of shares of common stock,par value $.66 2/3 per share, which the corporation is authorized to issueshall be increased from 3,000,000 to 8,000,000 shares.

 

The foregoing amendment will become effective when these articles ofamendment are filed in accordance with Chapter 156B, Section 6 of theGeneral Laws.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OFPERJURY, we have hereto signed our names this 17th day ofMay in the year 1976.

 
|   | /s/  Martin Annis        |
|--------|--------------------------|
|   | Martin  Annis, President |
|   |                     |
|   | /s/  Sylvia J. Cox       |
|   | Sylvia  J. Cox, Clerk    |

 

----

(1)   For amendments adoptedpursuant to Chapter 156B, Section 70.

 

----

** **

**THE COMMONWEALTH OFMASSACHUSETTS**

** **

**ARTICLES OF AMENDMENT**

** **

**(General Laws,Chapter 156B, Section 72)**

** **

I hereby approve the within articles of amendment and, the filing feein the amount of $2,500.00 having been paid, said articles are deemed to havebeen filed with me this 17h day of May, 1976.

 
|   | /s/  Paul Guzzi                |
|--------|--------------------------------|
|   | Paul  Guzzi                    |
|   | Secretary  of the Commonwealth |
|   | State  House, Boston, Mass.    |

** **

**TO BE FILLED IN BYCORPORATION**

** **

PHOTO COPY OF AMENDMENT TO BE SENT

 
| TO:    | Broude & Hochberg   |
|--------|------------------------------|
|   | 75 Federal Street            |
|   | Boston, Massachusetts  02110 |

 

----

** **

**The Commonwealth ofMassachusettsPAUL GUZZI***Secretary of the Commonwealth*STATE HOUSE, BOSTON, MASS.02133

** **

**ARTICLES OF AMENDMENT**

** **

**General Laws,Chapter 156B, Section 72**

** **

This certificate must be submitted to the Secretary of the Commonwealthwithin sixty days after the date of the vote of stockholders adopting theamendment.  The fee for filing thiscertificate is prescribed by General Laws, Chapter 156B, Section 114.  Make check payable to the Commonwealth ofMassachusetts.

 

We, Martin Annis, President and Sylvia J. Cox, Clerk of AmericanScience and Engineering, Inc., located at 955 Massachusetts Avenue,Cambridge, Massachusetts, do hereby certify that the following amendment to thearticles of organization of the corporation was duly adopted at a meeting heldon September 28, 1976*, by vote of 1,714,414 shares of common stock out of2,481,190 shares outstanding for Item 1, and 1,732,514 shares of common stockout of 2,481,190 shares outstanding for Item 2 being at least two-thirds ofeach class outstanding and entitled to vote thereon and of each class or seriesof stock whose rights are adversely affected thereby.(1)

 

Item 1 - VOTED:                                                   To amend theRestated Articles of Organization adopted September 6, 1967, by strikingthe following clause from the sentence which appears as the third fullparagraph on Continuation Page 2A of the said Articles:

 

“.. . . but not to engage in a real estate business within the meaning of Section 7of Chapter 156 of the General Laws.”

 

sothat the said paragraph, as amended, shall read as follows:

 

“Tolease, purchase or otherwise acquire and to use, hold, sell, convey, lease orotherwise dispose of any real estate”.

 

----

* as adjourned to October 19, 1976

(1) For amendments adopted pursuant to Chapter156B, Section 70.

 

----

 

Item 2 — VOTED:                                          To amend theRestated Articles of Organization adopted September 6, 1967, by insertingas a separate paragraph at the end of Continuation Page 2L of saidArticles as follows:

 

“TheCorporation may be a partner or limited partner in any business enterprisewhich this Corporation would have the power to conduct itself.”

 

The foregoing amendments will become effective when these articles ofamendment are filed in accordance with Chapter 156B, Section 6 of theGeneral Laws unless these articles specify, in accordance with the votesadopting the amendments a later effective date not more than thirty days aftersuch filing, in which event the amendments will become effective on such laterdate.

 

IN WITNESS WHEREOF AND UNDER THE PENALTIES OFPERJURY, we have hereto signed our names this 21st day ofOctober, in the year 1976.

 
|   | /s/  Martin Annis        |
|--------|--------------------------|
|   | Martin  Annis, President |
|   |                     |
|   | /s/  Sylvia J. Cox       |
|   | Sylvia  J. Cox, Clerk    |

 

----

** **

**THE COMMONWEALTH OFMASSACHUSETTS**

** **

**ARTICLES OF AMENDMENT**

** **

**(General Laws,Chapter 156B, Section 72)**

** **

I hereby approve the within articles of amendment and, the filing feein the amount of $50.00 having been paid, said articles are deemed to have beenfiled with me this 29th day of October, 1976.

 
|   | /s/  Paul Guzzi                |
|--------|--------------------------------|
|   | Paul  Guzzi                    |
|   | Secretary  of the Commonwealth |
|   | State  House, Boston, Mass.    |

** **

**TO BE FILLED IN BYCORPORATION**

** **

PHOTO COPY OF AMENDMENT TO BE SENT

 
| TO:    | Broude & Hochberg   |
|--------|------------------------------|
|   | 75 Federal Street            |
|   | Boston, Massachusetts  02110 |

 

----

** **

**The Commonwealth ofMassachusettsWilliam Francis GalvinSecretary of the CommonwealthOne Ashburton Place, Boston, Massachusetts 02108-1512**

** **

**ARTICLES OF AMENDMENT**

** **

**(General Laws,Chapter 156B, Section 72)**

** **

We, Ralph S. Sheridan, President and JeffreyA. Bernfeld, Clerk of American Science and Engineering, Inc. located at829 Middlesex Turnpike, Billerica, MA 01821, certify that these Articles ofAmendment affecting articles numbered 3 and 6 of the Articles of Organizationwere duly adopted at a meeting held on September 26, 1996, by vote of:

 

4,002,882 shares of CommonStock of 4,512,907 shares outstanding as to Amendment to Article 6

 

3,613,389 shares of CommonStock of 4,512,907 shares outstanding as to Amendment to Article 3

 

(1)being at least a majorityof each type, class or series outstanding and entitled to vote thereon withrespect to the Amendment to Article 3 or (2)being at least two-thirds ofeach type, class or series outstanding and entitled to vote thereon and of eachtype, class or series of stock whose rights are adversely affected thereby asto the Amendment to Article 6:

 

To change the number of shares and the par value (ifany) of any type, class or series of stock which the corporation is authorizedto issue, fill in the following:

 

The total presently authorized is:

 
| **WITHOUT PAR VALUE STOCKS** | ** ** | **WITH PAR VALUE STOCKS** | ** ** |
|------------------------------|------------|---------------------------|------------|
| **TYPE**                     | ** ** | **NUMBER OF SHARES**      | ** ** | **TYPE** | ** ** | **NUMBER OF SHARES** | ** ** | **PAR VALUE** | ** ** |
| Common:                      |       |                      |       | Common: |   | 8,000,000 |   | $.66 2/3 |   |
|                         |       |                      |       |   |   |   |   |   |   |
| Preferred:                   |       | 100,000                   |       | Preferred: |   |   |   |   |   |

 

Change the total authorized to:

 
| **WITHOUT  PAR VALUE STOCKS** | ** ** | **WITH PAR VALUE STOCKS** | ** ** |
|-------------------------------|------------|---------------------------|------------|
| **TYPE**                      | ** ** | **NUMBER OF SHARES**      | ** ** | **TYPE** | ** ** | **NUMBER OF SHARES** | ** ** | **PAR VALUE** | ** ** |
| Common:                       |       |                      |       | Common: |   | 20,000,000 |   | $.66 2/3 |   |
|                          |       |                      |       |   |   |   |   |   |   |
| Preferred:                    |       | 100,000                   |       | Preferred: |   |   |   |   |   |

 

----

(1) For amendmentsadopted pursuant to Chapter 156B, Section 70.

(2) For amendmentsadopted pursuant to Chapter 156B, Section 71.

 

----

 

Article 6 is hereby amended by inserting at thebeginning thereof the following:

 

Elimination of Directors’ Personal Liability.  No director shall bepersonally liable to the corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director notwithstanding any provision of lawimposing such liability; provided, however, that this provision shall noteliminate or limit the liability of a director (1) for any breach of thedirector’s duty of loyalty to the corporation or its stockholders, (ii) foract or omissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) under section sixty-one or sixty-two ofchapter 156B of the Massachusetts General Laws, or (iv) for anytransaction from which the director derived an improper personal benefit.  No amendment to or repeal of this paragraphshall apply to or have any effect on the liability or alleged liability of anydirector of the Corporation for or with respect to any acts or omissions ofsuch director occurring prior to the date of such amendment or repeal.

 

The foregoing amendment(s) will becomeeffective when these Articles of Amendment are filed in accordance with Chapter156B, Section 6 unless these articles specify, in accordance with the voteadopting the amendment, a *later*effective date not more than *thirty days*after such filing, in which event the amendment will become effective on suchlater date.

 

Later effective date:

 

SIGNED UNDER THE PENALTIES OF PERJURY, this 31st day of October, 1996.

 
|   | /s/Ralph  S. Sheridan         |
|--------|-------------------------------|
|   | Ralph  S. Sheridan, President |
|   |                          |
|   | /s/  Jeffrey A. Bernfeld      |
|   | Jeffrey  A. Bernfeld, Clerk   |

 

----

** **

**THE COMMONWEALTH OFMASSACHUSETTS**

** **

**ARTICLES OF AMENDMENT**

** **

**(General Laws,Chapter 156B, Section 72)**

** **

I hereby approve the within Articles of Amendment and, the filing feein the amount of $12,100.00 having been paid, said articles are deemed to havebeen filed with me this 5h day of November, 1996.

 

*Effective date**:*

 
|   | /s/  William Francis Galvin     |
|--------|---------------------------------|
|   | William  Francis Galvin         |
|   | Secretary  of the Commonwealth. |

** **

**TO BE FILLED IN BYCORPORATIONPhotocopy of documents to be sent to:**

** **

Jeffrey A. Bernfeld, EsquireAmerican Science and Engineering, Inc.829 Middlesex TurnpikeBillerica, MA  01821

 

----

 

**The Commonwealth of MassachusettsWilliam Francis Galvin**Secretaryof the CommonwealthOne Ashburton Place, Boston, Massachusetts 02108-1512

** **

**Articles of Amendment**

**(General Laws Chapter 156D, Section 10.06; 950CMR 113.34)**

** **

(1) Exact name ofcorporation: American Science and Engineering, Inc.

 

(2) Registeredoffice address: 829 Middlesex Turnpike, Billerica, MA 01821

 

(3) These articlesof amendment affect article(s): IV

 

(4) Date adopted: April 16,2008

 

(5) Approved by:

 

othe incorporators.

xthe board of directors without shareholder approval and shareholder approvalwas not required.

othe board of directors and the shareholders in the manner required by law andthe articles of organization.

 

(6) State thearticle number and the text of the amendment. Unless contained in the text ofthe amendment, state the provisions for implementing the exchange,reclassification or cancellation of issued shares.

 

**That Article 4 of theRestated Articles of Organization be Amended to re-designate the Company’s Series APreferred Stock as more particularly described on Exhibit A attachedhereto and incorporated herein.**

 

Tochange the number of shares and the par value, if any, of any type, or todesignate a class or series, of stock, or change a designation of class orseries of stock, which the corporation is authorized to issue, complete thefollowing:

 

Totalauthorized prior to amendment:

 
| **WITHOUT  PAR VALUE** | ** ** | **WITH PAR VALUE**   | ** ** |
|------------------------|------------|----------------------|------------|
| **TYPE**               | ** ** | **NUMBER OF SHARES** | ** ** | **TYPE** | ** ** | **NUMBER OF SHARES** | ** ** | **PAR VALUE** | ** ** |
| ** **             | ** ** | ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **             | ** ** | ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **             | ** ** | ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

Totalauthorized after amendment:

 
| **WITHOUT  PAR VALUE STOCKS** | ** ** | **WITH PAR VALUE STOCKS** | ** ** |
|-------------------------------|------------|---------------------------|------------|
| **TYPE**                      | ** ** | **NUMBER OF SHARES**      | ** ** | **TYPE** | ** ** | **NUMBER OF SHARES** | ** ** | **PAR VALUE** | ** ** |
| ** **                    | ** ** | ** **                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                    | ** ** | ** **                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                    | ** ** | ** **                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

----

 

(7) The amendmentshall be effective at the time and on the date approved by the Division, unlessa later effective date not more than 90 days from the date and time of filingis specified:

 
| Signed by: | /s/ William F. Grieco |   |
|------------|-----------------------|--------|

 

o Chairman of the board of directors,

o President,

x Other officer,

o Court-appointed fiduciary,

 

on this 16th day of April,2008.

 

----

 

EXHIBIT A

 

CERTIFICATE OFDESIGNATION, PREFERENCES AND

RIGHTS OFPREFERRED STOCK

 

of

 

AMERICAN SCIENCEAND ENGINEERING, INC.

 

American Science andEngineering, Inc., a corporation organized and existing under and by virtueof the General Laws of the Commonwealth of Massachusetts (the “Corporation”)DOES HEREBY CERTIFY:

 

That pursuant toauthority conferred upon and vested in the Board of Directors of theCorporation (the “Board of Directors”) by the Articles of Organizationof the Corporation, as amended as of the date hereof (the “Articles ofOrganization”), the Board of Directors on April 16, 2008****adopted a resolution providing for theauthorization of a series of Preferred Stock, $0.00 par value per share (the “PreferredStock”) as follows:

 

RESOLVED: That pursuant to the authority vested in the Board in accordance with theprovisions of the Corporation’s Articles of Organization, as amended from timeto time, the Certificate of Designation of the 1998 Series (the “1998 SeriesDesignation”) attached hereto as Exhibit I, such 1998 Series Designationas adopted at a meeting of the directors of the Corporation held on April 9,1998 and filed with the Secretary of the Commonwealth of Massachusetts on April 14,1998, is hereby amended by and replaced with the Certificate of Designation of Series APreferred Stock (the “Series A Designation”) attached hereto as Exhibit II.

 

[Remainder of Page IntentionallyLeft Blank]

 

----

 

IN WITNESS WHEREOF, thisCertificate of Designation was executed on behalf of the Corporation by itsChief Financial Officer and Treasurer and attested by its General Counsel andVice President on April 16, 2008.

 

 
|    |                                       | By:    | /s/ Kenneth J. Galaznik                       |
|---------|--------------------------------------------|--------|-----------------------------------------------|
|    |                                       |   | Name: Kenneth J.  Galaznik                    |
|    |                                       |   | Title: Chief Financial  Officer and Treasurer |
|    |                                       |   |
|    |                                       |   |
| Attest: |                                       |   |
|    |                                       |   |                                          |
| By:     | /s/ William F. Grieco                      |   |                                          |
|    | Name: William F. Grieco                    |   |                                          |
|    | Title: Vice President  and General Counsel |   |                                          |

 

----

 

Exhibit I

 

The Commonwealthof Massachusetts

 

William FrancisGalvin

Secretary of theCommonwealth

One AshburtonPlace, Boston, Massachusetts 02108-1512

 

CERTIFICATE OFVOTE OF DIRECTORS

 

ESTABLISHING A CLASS ORSERIES OF STOCK

 

(General Laws,Chapter 156B, Section 26)

 

We Ralph S.Sheridan, President

and Jeffrey A.Bernfeld, Clerk

of AmericanScience and Engineering, Inc.

(Exact name ofcorporation)

 

locatedat:       829 Middlesex Turnpike, Billerica, MA01820

(Street Address ofcorporation in Massachusetts)

 

do hereby certify that ata meeting of the directors of the corporation held on April 9, 1998, thefollowing vote establishing and designating a class or series of stock anddetermining the relative rights and preferences was duly adopted:

 

See Attachment A.

 

Note: Votes for which thespace provided above is not sufficient should be provided on one side ofseparate 8 1/2 X 11 sheets of white paper, numbered 2A, 2B, etc. with a leftmargin of at least 1 inch.

 

**ATTACHMENTA**

 

VOTED: That pursuant toauthority conferred upon and vested in the Board of Directors by the RestatedArticles of Organization, as amended as of the date hereof (the “Articles ofOrganization”), of American Science and Engineering, Inc. (the “Corporation”),the Board of Directors hereby establishes and designates a series of PreferredStock of the Corporation and hereby fixes and determines the preferences,voting powers, qualifications and special and relative rights of the shares ofsuch series, in addition to those set forth in the Articles of Organization, asfollows:

 

Section 1.               Designation and Amount.

 

The shares of such seriesshall be designated as “Series A Junior Participating Cumulative PreferredStock” (the “Series A Preferred Stock”), and the number of sharesinitially constituting such series shall be Ten Thousand (10,000) provided,however, that if more than a total of Ten Thousand (10,000) shares of Series APreferred Stock shall be issuable upon the exercise of Rights (the “Rights”)issued pursuant to the Shareholder Rights Agreement dated as of April 17,1998, between the Corporation and American Stock Transfer & Trust Co.,as Rights Agent (the “Rights Agreement”), the Board of Directors of theCorporation, pursuant to Section 26 of the Massachusetts BusinessCorporation Law, shall direct by resolution or resolutions that a certificatebe properly executed, acknowledged, filed and recorded, in accordance with theprovisions of said law, providing for the total number of shares of Series APreferred Stock authorized to be issued to be increased (to the extent that theArticles of Organization then permits) to the largest number of whole shares(rounded up to the nearest whole number) issuable upon exercise of such Rights.

 

----

 

Section 2.               Dividends and Distributions.

 

(A)          (i) Subject to the rights of the holders of anyshares of any series of Preferred Stock (or any similar stock) ranking priorand superior to the Series A Preferred Stock with respect to dividends,the holders of shares of Series A Preferred Stock, in preference to theholders of shares of Common Stock and of any other junior stock, shall beentitled to receive, when, as and if declared by the Board of Directors out offunds legally available for the purpose, quarterly dividends payable in cash onthe first day of March, June, September and December in each year (eachsuch date being referred to herein as a Quarterly Dividend Payment Date”),commencing on the first Quarterly Dividend Payment Date after the firstissuance of a share or fraction of a share of Series A Preferred Stock, inan amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00or (b) subject to the provisions for adjustment hereinafter set forth,1000 times the aggregate per share amount of all cash dividends, and 1000 timesthe aggregate per share amount (payable in kind) of all non-cash dividends orother distributions other than a dividend payable in shares of Common Stock ora subdivision of the outstanding shares of Common Stock (by reclassification orotherwise), declared on the Common Stock since the immediately precedingQuarterly Dividend Payment Date, or, with respect to the first QuarterlyDividend Payment Date, since the first issuance of any share or fraction of ashare of Series A Preferred Stock. The multiple of cash and non-cashdividends declared on the Common Stock to which holders of the Series APreferred Stock are entitled, which shall be one thousand initially but whichshall be adjusted from time to time as hereinafter provided, is hereinafterreferred to as the “Dividend Multiple.” In the event the Corporation shall atany time after April 17, 1998 (the “Rights Declaration Date”) (i) declareor pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effecta subdivision or combination or consolidation of the outstanding shares of CommonStock (by reclassification or otherwise than by payment of a dividend in sharesof Common Stock) into a greater or lesser number of shares of Common Stock,then in each such case the Dividend Multiple thereafter applicable to thedetermination of the amount of dividends which holders of shares of Series APreferred Stock shall be entitled to receive shall be the Dividend Multipleapplicable immediately prior to such event multiplied by a fraction, thenumerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the number ofshares of Common Stock that were outstanding immediately prior to such event.

 

(ii)           Notwithstanding anything else contained in thisparagraph (A), the Corporation shall, out of funds legally available for thatpurpose, declare a dividend or distribution on the Series A PreferredStock as provided in this paragraph (A) immediately after it declares adividend or distribution on the Common Stock (other than a dividend payable inshares of Common Stock); provided that, in the event no dividend ordistribution shall have been declared on the Common Stock during the periodbetween any Quarterly Dividend Payment Date and the next subsequent QuarterlyDividend Payment Date, a dividend of $1.00 per share on the Series APreferred Stock shall nevertheless be payable on such subsequent QuarterlyDividend Payment Date.

 

(B)           Dividends shall begin to accrue and be cumulative onoutstanding shares of Series A Preferred Stock from the Quarterly DividendPayment Date next preceding the date of issue of such shares of Series APreferred Stock, unless the date of issue of such shares is prior to the recorddate for the first Quarterly Dividend Payment Date, in which case dividends onsuch shares shall begin to accrue from the date of issue of such shares, orunless the date of issue is a Quarterly Dividend Payment Date or is a dateafter the record date for the determination of holders of shares of Series APreferred Stock entitled to receive a quarterly dividend and before suchQuarterly Dividend Payment Date, in either of which events such dividends shallbegin to accrue and be cumulative from such Quarterly Dividend Payment Date.Accrued but unpaid dividends shall not bear interest. Dividends paid on theshares of Series A Preferred Stock in an amount less than the total amountof such dividends at the time accrued and payable on such shares shall beallocated pro rata on a share-by-share basis among all such shares at the timeoutstanding. The Board of Directors may fix in accordance with applicable law arecord date for the determination of holders of shares of Series APreferred Stock entitled to receive payment of a dividend or distributiondeclared thereon, which record date shall be not more than such number of daysprior to the date fixed for the payment thereof as may be allowed by applicablelaw.

 

Section 3.               Voting Rights.

 

In addition to any othervoting rights required by law or the Articles of Organization, the holders ofshares of Series A Preferred Stock shall have the following voting rights:

 

----

 

(A)          Subject to the provision for adjustment hereinafterset forth, each share of Series A Preferred Stock shall entitle the holderthereof to one thousand votes on all matters submitted to a vote of thestockholders of the Corporation. The number of votes which a holder of a shareof Series A Preferred Stock is entitled to cast, which shall initially beone thousand but which may be adjusted from time to time as hereinafterprovided, is hereinafter referred to as the “Vote Multiple.” In the event theCorporation shall at any time after the Rights Declaration Date (i) declareor pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effecta subdivision or combination or consolidation of the outstanding shares ofCommon Stock (by reclassification or otherwise than by payment of a dividend inshares of Common Stock) into a greater or lesser number of shares of CommonStock, then in each such case the Vote Multiple thereafter applicable to thedetermination of the number of votes per share to which holders of shares of Series APreferred Stock shall be entitled shall be the Vote Multiple immediately priorto such event multiplied by a fraction, the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

 

(B)           Except as otherwise provided herein, by law or by theArticles of Organization, the holders of shares of Series A PreferredStock and the holders of shares of Common Stock and the holders of shares ofany other capital stock of this Corporation having general voting rights, shallvote together as one class on all matters submitted to a vote of stockholdersof the Corporation.

 

(C)           Except as otherwise required by applicable law, by theArticles of Organization or as set forth herein, holders of Series APreferred Stock shall have no special voting rights and their consent shall notbe required (except to the extent they are entitled to vote with holders ofCommon Stock as set forth herein) for taking any corporate action.

 

Section 4.               Certain Restrictions.

 

(A)          Whenever dividends or distributions payable on the Series APreferred Stock as provided in Section 2 are in arrears, thereafter anduntil all accrued and unpaid dividends and distributions, whether or notdeclared, on shares of Series A Preferred Stock outstanding shall havebeen paid in full, the Corporation shall not:

 

(i)            declare or pay dividends on, make any otherdistributions on, or redeem or purchase or otherwise acquire for considerationany shares of stock ranking junior (either as to dividends or upon liquidation,dissolution or winding up) to the Series A Preferred Stock;

 

(ii)           declare or pay dividends on or make any otherdistributions on any shares of stock ranking on a parity (either as todividends or upon liquidation, dissolution or winding up) with the Series APreferred Stock, except dividends paid ratably on the Series A PreferredStock and all such parity stock on which dividends are payable or in arrears inproportion to the total amounts to which the holders of all such shares arethen entitled;

 

(iii)          except as permitted in subsection 4 (A) (iv) below,redeem, purchase or otherwise acquire for consideration shares of any stockranking on parity (either as to dividends or upon liquidation dissolution orwinding up) with the Series A Preferred Stock, provided that theCorporation may at any time redeem, purchase or otherwise acquire shares of anysuch parity stock in exchange for shares of any stock of the Corporationranking junior (either as to dividends or upon dissolution, liquidation orwinding up) to the Series A Preferred Stock; or

 

(iv)          purchase or otherwise acquire for consideration anyshares of Series A Preferred Stock, or any shares of any stock ranking ona parity (either as to dividends or upon liquidation, dissolution or windingup) with the Series A Preferred Stock, except in accordance with apurchase offer made in writing or by publication (as determined by the Board ofDirectors) to all holders of such shares upon such terms as the Board ofDirectors, after consideration of the respective annual dividend rates and otherrelative rights and preferences of the respective series and classes, shalldetermine in good faith will result in fair and equitable treatment among therespective series or classes.

 

----

 

(B)           The Corporation shall not permit any subsidiary of theCorporation to purchase or otherwise acquire for consideration any shares ofstock of the Corporation unless the Corporation could, under subsection (A) ofthis Section 4, purchase or otherwise acquire such shares at such time andin such manner.

 

Section 5.               Reacquired Shares.

 

any shares of Series APreferred Stock purchased or otherwise acquired by the Corporation in anymanner whatsoever shall be retired and canceled promptly after the acquisitionthereof. All such shares shall upon their cancellation become authorized butunissued shares of Preferred Stock and may be reissued as part of a new seriesof Preferred Stock to be created by resolution or resolutions of the Board ofDirectors, subject to the conditions and restrictions on issuance set forthherein and in the Articles of Organization.

 

Section 6.               Liquidation, Dissolution or Winding Up.

 

A)           Upon any liquidation (voluntary or otherwise),dissolution or winding up of the Corporation, no distribution shall be made (x) tothe holders of shares of stock ranking junior (either as to dividends or uponliquidation, dissolution or winding up) to the Series A Preferred Stockunless, prior thereto, the holders of shares of Series A Preferred Stockshall have received an amount equal to accrued and unpaid dividends anddistributions thereon, whether or not declared, to the date of such payment,plus an amount equal to the greater of (1) $1,000 per share or (2) anaggregate amount per share, subject to the provision for adjustment hereinafterset forth, equal to 1,000 times the aggregate amount to be distributed pershare to holders of Common Stock, or (y) to the holders of stock rankingon a parity (either as to dividends or upon liquidation, dissolution or windingup) with the Series A Preferred Stock, except distributions made ratablyon the Series A Preferred Stock and all other such parity stock inproportion to the total amounts to which the holders of all such shares areentitled upon such liquidation, dissolution or winding up. In the event theCorporation shall at any time after the Rights Declaration Date (i) declareor pay any dividend on Common Stock payable in shares ofCommon Stock, or (ii) effect asubdivision or combination or consolidation of the outstanding shares of CommonStock (by reclassification or otherwise than by payment of a dividend in sharesof Common Stock) into a greater or lesser number of shares of Common Stock,then in each such case the aggregate amount per share to which holders ofshares of Series A Preferred Stock were entitled immediately prior to suchevent under clause (x) of the preceding sentence shall be adjusted bymultiplying such amount by a fraction, the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

 

(B)           Neither the consolidation nor merging of theCorporation with or into any other corporation or corporations, nor the sale orother transfer of all or substantially all of the assets of the Corporation,shall be deemed to be a liquidation, dissolution or winding up of theCorporation within the meaning of this Section 6.

 

Section 7.               Consolidation, Merger, etc.

 

In case the Corporationshall enter into any consolidation, merger, combination or other transaction inwhich the shares of Common Stock are exchanged for or changed into other stockor securities, cash and/or any other property, then in any such case the sharesof Series A Preferred Stock shall at the same time be similarly exchangedor changed in an amount per share (subject to the provision for adjustmenthereinafter set forth) equal to 1000 times the aggregate amount of stock,securities, cash and/or any other property (payable in kind), as the case maybe, into which or for which each share of Common Stock is changed or exchanged,plus accrued and unpaid dividends, if any, payable with respect to the Series APreferred Stock. In the event the Corporation shall at any time after theRights Declaration Date (i) declare or pay any dividend on Common Stockpayable in shares of Common Stock, or (ii) effect a subdivision orcombination or consolidation of the outstanding shares of Common Stock (byreclassification or otherwise than by payment of a dividend in shares of CommonStock) into a greater or lesser number of shares of Common Stock, then in eachsuch case the amount set forth in the preceding sentence with respect to theexchange or change of shares of Series A Preferred Stock shall be adjustedby multiplying such amount by a fraction, the numerator of which is the numberof shares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

 

----

 

Section 8.               Redemption.

 

The shares of Series APreferred Stock shall not be redeemable.

 

Section 9.               Ranking.

 

Unless otherwise providedin the Articles of Organization or a Certificate of Designation Establishing a Class ofStock relating to a subsequently-designated series of Preferred Stock of theCorporation, the Series A Preferred Stock shall rank junior to any otherseries of the Corporation’s Preferred Stock subsequently issued, as to thepayment of dividends and thedistribution of assets on liquidation, dissolution orwinding up and shall rank senior to the Common Stock.

 

Section 10.             Amendment.

 

The Articles ofOrganization and this Certificate of Designation shall not be amended in anymanner which would materially alter or change the powers, preferences orspecial rights of the Series A Preferred Stock so as to affect themadversely without the affirmative vote of the holders of two-thirds or more ofthe outstanding shares of Series A Preferred Stock, voting separately as aclass.

 

Section 11.             Fractional Shares.

 

Series A PreferredStock may be issued in whole shares or in any fraction of a share that is oneone-thousandth of a share or any integral multiple of such fraction, whichshall entitle the holder, in proportion to such holder’s fractional shares, toexercise voting rights, receive dividends, participate in distributions and tohave the benefit of all other rights of holders of Series A PreferredStock. In lieu of fractional shares, the Corporation may elect to make a cash paymentas provided in the Rights Agreement for fractions of a share other than oneone-thousandth of a share or any integral multiple thereof. In the event theCorporation shall at any time after the Rights Declaration Date (i) declareor pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effecta subdivision or combination or consolidation of the outstanding shares ofCommon Stock (by reclassification or otherwise than by payment of a dividend inshares of Common Stock) into a greater or lesser number of shares of CommonStock, then in each such case the amount set forth in the preceding sentencewith respect to the issuance of fractions of a share of Series A PreferredStock in multiples of one-thousandth of a share shall be adjusted bymultiplying such amount by a fraction, the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

 

SIGNED UNDER THEPENALTIES OF PERJURY, this 14th day of April, 1998.

 
| /s/ Ralph S. Sheridan   |   | President |
|-------------------------|--------|-----------|
| Ralph S. Sheridan       |   |      |
|                    |   |      |
|                    |   |      |
| /s/ Jeffrey A. Bernfeld |   | Clerk     |
| Jeffrey A. Bernfeld     |   |      |

 

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Exhibit II

 

CERTIFICATE OFDESIGNATION OF

SERIES A PREFERREDSTOCK

 

1.             Designation andAmount.  The shares of such series shall be designated as “Series APreferred Stock” (the “Series A Stock”), shall have a par value pershare equal to $0.00 and the number of shares constituting such series shall be10,000.  The number of shares of Series A Stock may be increased ordecreased by a resolution duly adopted by the Board of Directors, but may notbe decreased below the number of shares of Series A Stock then outstandingplus the number of shares reserved for issuance upon the exercise ofoutstanding options, rights or warrants or upon conversion of any outstandingsecurities convertible into Series A Stock.

 

2.             Dividends and Distributions.

 

2.1.          Dividend Preference.  Subject to the prior and superior rights ofthe holders of any shares of any series of Preferred Stock ranking prior andsuperior to the shares of Series A Stock with respect to dividends, theholders of shares of Series A Stock shall be entitled to receive, when, asand if declared by the Board of Directors out of funds legally available forthe purpose, quarterly dividends payable in cash on the last day of March,June, September and December in each year (each such date beingreferred to herein as a “Quarterly Dividend Payment Date”), commencingon the first Quarterly Dividend Payment Date after the first issuance of ashare or fraction of a share of Series A Stock, in an amount per share(rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subjectto the provision for adjustment set forth in Section 8 hereof, 1,000 timesthe aggregate per share amount of all cash dividends, and 1,000 times theaggregate per share amount (payable in kind) of all non-cash dividends or otherdistributions other than a dividend payable in shares of Common Stock, $0.662/3 par value per share, of the Corporation (the “Common Stock”) or asubdivision of the outstanding shares of Common Stock (by reclassification orotherwise), declared on the Common Stock since the immediately precedingQuarterly Dividend Payment Date or, with respect to the first QuarterlyDividend Payment Date, since the first issuance of any share or fraction of ashare of Series A Stock.

 

2.2.          Timing of Dividend Declaration.  The Corporation shall declare adividend or distribution on the Series A Stock as in Section 2.1immediately after it declares a dividend or distribution on the Common Stock(other than a dividend payable in shares of or a subdivision with respect toCommon Stock); provided, however, that, in the event no dividend ordistribution shall have been declared on the Common Stock during the periodbetween any Quarterly Dividend Payment Dates, a dividend of $1.00 per share onthe Series A Stock shall nevertheless be payable on such subsequentQuarterly Dividend Payment Date.

 

2.3.          Dividends Cumulative.  Dividends shall begin to accrue and becumulative on outstanding shares of Series A Stock from the QuarterlyDividend Payment Date next preceding the date of issue of such shares of Series AStock, unless the date of issue of such shares is prior to the record date forthe first Quarterly Dividend Payment Date, in which case dividends on suchshares shall begin to accrue from the date of issue of such shares, or unlessthe date of issue is a Quarterly Dividend Payment Date or is a date after therecord date for the determination of holders of shares of Series A Stockentitled to receive a quarterly dividend and before such Quarterly DividendPayment Date, in either of which events such dividends shall begin to accrue andbe cumulative from such Quarterly Dividend Payment Date.  Accrued butunpaid dividends shall not bear interest.  Dividends paid on the shares ofSeries A Stock in an amount less than the total amount of such dividendsat the time accrued and payable on such shares shall be allocated pro rata on ashare-by-share basis among all such shares at the time outstanding.  TheBoard of Directors may fix a record date for the determination of holders ofshares of Series A Stock entitled to receive payment of a dividend ordistribution declared thereon, which record date shall be no more than 60 daysprior to the date fixed for the payment thereof.

 

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3.             Voting Rights.  The holders of shares of Series AStock shall have the following voting rights:

 

(a)           Subject to the provision for adjustmentset forth in Section 8 hereof, each share of Series A Stock shallentitle the holder thereof to 1,000 votes on all matters submitted to a vote ofthe stockholders of the Corporation.

 

(b)           Except as otherwise provided herein or requiredby applicable law, the holders of shares of Series A Stock and the holdersof shares of Common Stock shall vote together as one class on all matterssubmitted to a vote of stockholders of the Corporation.

 

(c)           Except as set forth herein or required byapplicable law, holders of Series A Stock shall have no special votingrights and their consent shall not be required (except to the extent they areentitled to vote with holders of Common Stock as set forth herein) for takingany corporate action.

 

4.             Certain Restrictions.

 

4.1.          Restrictions.  Whenever quarterly dividends or otherdividends or distributions payable on the Series A Stock as provided in Section 2are in arrears, thereafter and until all accrued and unpaid dividends anddistributions, whether or not declared, on shares of Series A Stockoutstanding shall have been paid in full, the Corporation shall not:

 

(a)           declare or pay dividends on, make anyother distributions on, or redeem or purchase or otherwise acquire forconsideration any shares of stock ranking junior (either as to dividends orupon liquidation, dissolution or winding up) to the Series A Stock;

 

(b)           declare or pay dividends on or make anyother distributions on any shares of stock ranking on a parity (either as todividends or upon liquidation, dissolution or winding up) with the Series AStock, except dividends paid ratably on the Series A Stock and all suchparity stock on which dividends are payable or in arrears in proportion to thetotal amounts to which the holders of all such shares are then entitled;

 

(c)           redeem or purchase or otherwise acquirefor consideration shares of any stock ranking on a parity (either as todividends or upon liquidation, dissolution or winding up) with the Series AStock, provided that the Corporation may at any time redeem, purchase orotherwise acquire shares of any such parity stock (i) in exchange forshares of any stock of the Corporation ranking junior (either as to dividendsor upon dissolution, liquidation or winding up) to the Series A Stock or (ii) inaccordance with Section 4.2; or

 

(d)           redeem or purchase or otherwise acquirefor consideration any shares of Series A Stock, or any shares of stockranking on a parity with the Series A Stock, except in accordance with apurchase offer made in writing or by publication (as determined by the Board ofDirectors) to all holders of the outstanding shares of such stock upon suchterms as the Board of Directors, after consideration of the respective annualdividend rates and other relative rights and preferences of the respectiveseries and classes, shall determine in good faith will result in fair andequitable treatment among the respective series or classes.

 

4.2.          Subsidiaries.  The Corporation shall not permit anysubsidiary of the Corporation to purchase or otherwise acquire forconsideration any shares of stock of the Corporation unless the Corporationcould, under Section 4.1, purchase or otherwise acquire such shares atsuch time and in such manner.

 

5.             Reacquired Shares.  Any shares of Series A Stockredeemed, purchased or otherwise acquired by the Corporation in any mannerwhatsoever shall be retired and canceled promptly after the acquisitionthereof.  All such shares shall upon their cancellation become authorizedbut unissued shares of Preferred Stock and may be reissued as part of a newseries of Preferred Stock to be created by resolution or resolutions of theBoard of Directors, subject to the conditions and restrictions on issuance setforth herein.

 

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6.             Liquidation, Dissolution or Winding Up.

 

6.1.          Liquidation Preference.  Upon any liquidation (voluntary or otherwise),dissolution or winding up of the Corporation, no distribution shall be made tothe holders of shares of Common Stock or any other stock of the Corporationranking junior (upon liquidation, dissolution or winding up) to the Series AStock unless, prior thereto, the holders of shares of Series A Stock shallhave received $1,000.00 per share plus an amount equal to all accrued andunpaid dividends and distributions thereon, whether or not declared, to thedate of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A LiquidationPreference, no additional distributions shall be made to the holders of sharesof Series A Stock unless, prior thereto, the holders of shares of CommonStock (which term shall include, for the purposes only of this Section 6,any series of the Corporation’s Preferred Stock ranking on a parity with theCommon Stock upon liquidation, dissolution or winding up) shall have receivedan amount per share (the “Common Adjustment”) equal to the quotientobtained by dividing (a) the Series A Liquidation Preference by (b) 1,000(as appropriately adjusted as set forth in Section 8 hereof to reflectsuch events as stock splits, stock dividends and recapitalizations with respectto the Common Stock; such number in this clause (b), as the same may beadjusted from time to time, is hereinafter referred to as the “AdjustmentNumber”).  In the event, however, that there are not sufficient assetsavailable to permit payment in full of the Common Adjustment, then anyremaining assets shall be distributed ratably to the holders of CommonStock.  Following the payment of the full amount of the Series ALiquidation Preference and the Common Adjustment in respect of all outstandingshares of Series A Stock and Common Stock, respectively, holders of sharesof Series A Stock and holders of shares of Common Stock shall receivetheir ratable and proportionate share of any remaining assets to be distributedin the ratio of the Adjustment Number to one (1) with respect to such Series AStock and Common Stock, on a per share basis, respectively.

 

6.2.          Insufficient Assets.  In the event, however, that there are notsufficient assets available to permit payment in full of the Series ALiquidation Preference and the liquidation preferences of all other series ofPreferred Stock, if any, which rank on a parity with the Series A Stock,then any remaining assets shall be distributed ratably to the holders of the Series AStock and the holders of such parity stock in proportion to their respectiveliquidation preferences.

 

6.3.          Deemed Liquidations Only for Cash.  None of the merger orconsolidation of the Corporation into or with any other entity, the sale of allor substantially all of the property and assets of the Corporation or thedistribution to the stockholders of the Corporation of all or substantially allof the consideration for such sale, unless such consideration (apart from theassumption of liabilities) or the net proceeds thereof consists substantiallyentirely of cash, shall be deemed to be a liquidation, dissolution or windingup within the meaning of this Section 6.

 

6.4.          Parity Upon Liquidation.  Each share of Series A Stock shall standon a parity with each other share of Series A Stock or any other series ofthe same class of Preferred Stock upon voluntary or involuntary liquidation,dissolution or distribution of assets or winding up of the Corporation.

 

7.             Consolidation, Merger, etc.  In case the Corporation shallenter into any consolidation, merger, combination or other transaction in whichthe outstanding shares of Common Stock are exchanged for or changed into otherstock or securities, cash and/or any other property, then in any such case theoutstanding shares of Series A Stock shall at the same time be similarlyexchanged or changed in an amount per share (subject to the provision foradjustment set forth in Section 8 hereof) equal to 1,000 times theaggregate amount of stock, securities, cash and/or any other property (payablein kind), as the case may be, into which or for which each share of CommonStock is changed or exchanged.

 

8.             Certain Adjustments.  In the event the Corporationshall at any time declare or pay any dividend on Common Stock payable in sharesof Common Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than by 

 

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payment of a dividend inshares of Common Stock) into a greater or lesser number of shares of CommonStock, then, in each such case, the amounts set forth in Sections 2.1,2.2, 3(a), 6.1 and 7 hereof with respect to the multiple of (a) cash andnon-cash dividends, (b) votes, (c) the Series A LiquidationPreference and (d) an aggregate amount of stock, securities, cash and/orother property referred to in Section 7 hereof, shall be adjusted bymultiplying such amount by a fraction the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

 

9.             Ranking.  The Series A Stock shall rank pari passuwith (or if determined by the Board of Directors in any vote establishing anyother series of Preferred Stock, either senior and prior in preference to, orjunior and subordinate to, as the case may be) each other series of PreferredStock of the Corporation with respect to dividends and/or preference uponliquidation, dissolution or winding up.

 

10.           Redemption.  The shares of Series A Stock may bepurchased by the Corporation at such times and on such terms as may be agreedto between the Corporation and the redeeming stockholder, subject to any limitationswhich may be imposed by law or the Articles of Organization, as amended fromtime to time.

 

11.           Amendment.  The Articles of Organization of theCorporation, as amended from time to time, shall not be amended in any mannerwhich would materially alter or change the powers, preferences or specialrights of the Series A Stock so as to affect them adversely without theaffirmative vote of the holders of two-thirds or more of the outstanding sharesof Series A Stock, voting together as a single class.

 

12.           Fractional Shares.  Series A Stock may beissued in fractions of a share which shall entitle the holder, in proportion tosuch holder’s fractional shares, to exercise voting rights, receive dividends,participate in distributions and to have the benefit of all other rights ofholders of Series A Stock.

 

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**COMMONWEALTH OF MASSACHUSETTS**

** **

**William Francis Galvin**

**Secretaryof the Commonwealth**

**OneAshburton Place, Boston, Massachusetts 02108-1512**

** **

**Articles of Amendment**

**(General Laws Chapter 156D, Section 10.06;950 CMR 113.34)**

 

I hereby certify that upon examination of thesearticles of amendment, it appears that the provisions of the General Lawsrelative thereto have been complied with, and the filing fee in the amount of$100.00 having been paid, said articles are deemed to have been filed with methis 17th day of April, 2008, at 4:00 p.m.

 

Effective date:                       April 17, 2008

 
|   | /s/ William Francis  Galvin   |
|--------|-------------------------------|
|   |                          |
|   | WILLIAM FRANCIS GALVIN        |
|   | Secretary of the Commonwealth |

 

Filing fee: Minimum filing fee $100 per articleamended, stock increases $100 per 100,000 shares, plus $100 for each additional10,000 shares or any fraction thereof.

 

**TO BE FILLED IN BY CORPORATION**

**Contact Information:**

** **

Arthur Price

Ropes & Gray LLP

One International Place,Boston, MA 02110

Telephone: 617-951-7000

Email:arthur.price@ropesgray.com

 

Upon filing, a copy ofthis filing will be available at www.sec.state.ma.us/cor. If the document isrejected, a copy of the rejection sheet and rejected document will be availablein the rejected queue.

 

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