**ARTICLE THREE**     The purpose of the Company is to engage in any lawful act or activity for which corporationsmay be organized under the DGCL.**ARTICLE FOUR**     A. Authorized Capital. The total number of shares of all classes of capital stockwhich the Company shall have authority to issue is 100,000,000 shares divided into three classes:(i) 80,000,000 shares of Class A Common Stock, par value $.01 per share (“Class A CommonStock”), (ii) 10,000,000 shares of Class B Common Stock, par value $.01 per share (“Class BCommon Stock”), and (iii) 10,000,000 shares of Preferred Stock, par value $.01 per share(“Preferred Stock”). The Class A Common Stock and the Class B Common Stock are sometimeshereinafter referred to collectively as the “Common Stock.” Except as otherwise set forthin this Article Four, all shares of the Class A Common Stock and the Class B Common Stock shall beidentical and shall entitle the holders thereof to the same rights, powers, and preferences. Allcalculations in respect of the shares of capital stock of the Company shall be made to the nearestten decimal places without rounding.     B. Common Stock.          1. Dividends.               (a) Holders of Class A Common Stock and Class B Common Stock shall be entitled to receivedividends, when, as and if declared by the Board of Directors, out of the assets of the Companywhich are by law available therefor, payable in cash, in securities or other property of theCompany.               (b) If and when dividends on the Class A Common Stock or Class B Common Stock are declaredpayable from time to time by the Board of Directors, holders of Class A Common Stock and the ClassB Common Stock shall be entitled to share equally, on a per share basis, in such dividends;provided, however, that, if dividends are declared that are payable in shares of Common Stock (orrights to receive shares of Common Stock), such dividends shall be payable at the same rate on allsuch classes of Common Stock, and shall be payable in respect of a particular class of Common Stockin shares of that particular class of stock, so that holders of Class A Common Stock shall receiveonly shares of Class A Common Stock and holders of Class B Common Stock shall receive only sharesof Class B Common Stock.          2. Subdivision or Combination. If the Company shall in any manner subdivide orcombine the outstanding shares of Class A Common Stock or Class B Common Stock, such outstandingshares of Class A Common Stock and Class B Common Stock shall be proportionally subdivided orcombined in the same manner and on the same basis, so that holders of Class A Common Stock shallreceive or continue to hold only shares of Class A Common Stock in respect thereof and holders ofClass B Common Stock shall receive or continue to hold only shares of Class B Common Stock inrespect thereof.
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          3. Voting Rights. Except as required in this Tenth Amended and Restated Certificateof Incorporation or by law, or as provided by the Board of Directors in its designation of anyseries of Preferred Stock pursuant to Section C of this Article Four, the holders of shares ofPreferred Stock and Class A Common Stock shall vote together as a single class and holders of anyclass of capital stock of the Company shall not be entitled to any separate class vote on anymatter. The number of authorized shares of Class A Common Stock or Class B Common Stock may beincreased or decreased (but not below the number of shares thereof then outstanding) by theaffirmative vote of the holders of a majority in voting power of all of the then-outstanding sharesof capital stock of the Company entitled to vote thereon, irrespective of the provisions of Section242(b)(2) of the DGCL. A holder of a share of Class A Common Stock shall be entitled to one (1)vote for each share of Class A Common Stock. Holders of Class B Common Stock shall have no votingrights except as provided by law.          4. Conversion of Class B Common Stock.               (a) Immediately prior to the consummation of a Qualified IPO, all then outstanding shares ofClass B Common Stock shall be automatically converted into shares of Class A Common Stock at theconversion ratio of one share of Class B Common Stock for each share of Class A Common Stock and,from and after such consummation, no further shares of Class B Common Stock shall be issued.“Qualified IPO” shall mean any issuance and sale of shares of Common Stock which occurs inan underwritten public offering registered under the Securities Act of 1933, as amended, andprovides net proceeds to the Company of not less than $50,000,000.               (b) The Company shall at all times reserve and keep available for issuance upon the conversionof the Class B Common Stock free from any preemptive rights, such number of its authorized butunissued shares of Class A Common Stock as shall from time to time be necessary to permit theconversion of all outstanding shares of Class B Common Stock (including, for these purposes, sharesof Class B Common Stock issuable upon the conversion of outstanding shares of Series C PreferredStock) into shares of Class A Common Stock, and shall take all action required to increase theauthorized number of shares of Class A Common Stock if necessary to permit the conversion of alloutstanding shares of Class B Common Stock (including, for these purposes, shares of Class B CommonStock issuable upon the conversion of outstanding shares of Series C Preferred Stock).               (c) Each conversion of shares of a class of Common Stock, in accordance with Section (B)(4)(a)of this Article Four, into shares of another class of Common Stock shall be effected immediatelyupon delivery by the Company of notice of such conversion to the holder of such shares of CommonStock. A conversion shall be deemed to have been effected immediately upon delivery by the Companyof notice of such conversion to the holder of such shares of Common Stock, and at such time therights of the holder of the converted class of Common Stock as such holder shall cease and theperson or persons in whose name or names the certificate or certificates (if such shares arecertificated) for shares of the other class of Common Stock are to be issued upon such conversionshall be deemed to have become the holder or holders of record of the shares of such other class ofCommon Stock issuable upon such conversion. If a holder of the shares of Common Stock issuableupon such conversion desires the receipt of a certificate representing such shares of Common Stock,he may request
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such certificate upon the surrender of the certificate or certificates representing the sharesto be converted at the principal office of the Company (or such other office or agency of theCompany as the Company may designate by notice in writing to the holder or holders of the CommonStock) at any time during normal business hours.               (d) Promptly after such surrender and the receipt of such written notice, the Company shallissue and deliver in accordance with the surrendering holder’s instructions the certificate orcertificates for shares of the class of Common Stock issuable upon such conversion (if such sharesare certificated).               (e) The issuance of certificates for any class of Common Stock upon the conversion of anyother class of Common Stock shall be made without charge to the holders of such shares for anyissuance tax in respect thereof or other cost incurred by the Company in connection with suchconversion and the related issuance of any class of Common Stock. The Company shall not close itsbooks against the transfer of any class of Common Stock issued or issuable upon the conversion ofany other class of Common Stock in any manner which would interfere with the timely conversion ofany other class of Common Stock.               (f) When any shares of Class A Common Stock or Class B Common Stock are acquired by theCompany, including upon conversion of shares of one class of Common Stock into shares of anotherclass of Common Stock, the Company shall take all such actions as are necessary (including, withoutlimitation, the retirement of such shares) so as to cause such shares to resume the status ofauthorized and unissued shares of the class of Common Stock to which they belong.     C. Preferred Stock. The Board of Directors is authorized, subject to limitationsprescribed by law, the Shareholders’ Agreement (as defined in Section (C)(1)(k) of this ArticleFour), and this Tenth Amended and Restated Certificate of Incorporation to provide for the issuanceof shares of Preferred Stock in one or more series, to establish the number of shares to beincluded in each such series, and to fix the designations, voting powers, preferences, and rightsof the shares of each such series, and any qualifications, limitations or restrictions thereof.The number of authorized shares of Preferred Stock may be increased or decreased (but not below thenumber of shares thereof then outstanding) by the affirmative vote of a majority of the votesentitled to be cast by the holders of capital stock of the Company without the separate vote of theholders of the Preferred Stock as a class.          1. Series A Preferred Stock and Series A-1 Preferred Stock               (a) Designation, Number and Rank.                    (i) 89,526 shares of Preferred Stock are hereby designated as 12% Participating Series APreferred Stock, par value $.01 per share (the “Series A Preferred Stock”).                    (ii) 105,000 shares of Preferred Stock are hereby designated as 12% Participating Series A-1Preferred Stock, par value $.01 per share (the “Series A-1 Preferred Stock”).
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                    (iii) The Series A Preferred Stock and Series A-1 Preferred Stock shall, with respect topayment of dividends, redemption payments and the distribution of assets upon liquidation,winding-up or dissolution, rank (i) senior to all Junior Securities (as defined in Section(C)(1)(k) of this Article Four), (ii) in some respects senior to and in some respects on a paritywith all Junior Parity Securities as more fully described herein (as defined in Section (C)(1)(k)of this Article Four), (iii) on a parity with all Parity Securities (as defined in Section(C)(1)(k) of this Article Four) and (iv) junior to all Senior Securities (as defined in Section(C)(1)(k) of this Article Four).               (b) Dividends and Distributions.                    (i) Dividend Rights                         (1) The holders of shares of Series A Preferred Stock or Series A-1 Preferred Stock shall beentitled to receive on each Dividend Payment Date (as defined in Section (C)(1)(k) of this ArticleFour) out of lawfully available funds therefor, in respect of the Dividend Period (as defined inSection (C)(1)(k) of this Article Four) ending on (and including) the date immediately prior tosuch Dividend Payment Date, dividends on each share of Series A Preferred Stock or Series A-1Preferred Stock at the rate of 12% per annum on the Series A Accrued Value or Series A-1 AccruedValue (both as defined in Section (C)(1)(k) of this Article Four), respectively, for each suchshare thereof from and after the Issuance Date (as defined in Section (C)(1)(k) of this ArticleFour), provided that with respect to the Initial Dividend Period (as defined in Section (C)(1)(k)of this Article Four), the dividends set forth above shall be prorated based on the number of daysin such period. Such dividends shall be fully cumulative and accumulate and accrue on a dailybasis (computed on the basis of a 360-day year of twelve 30-day months) and compound quarterly inarrears on the Dividend Payment Dates at the rate indicated above and in the manner set forthherein, whether or not they have been declared and whether or not there are profits, surplus orother funds of the Company legally available for the payment of dividends.                         (2) Such dividends shall, at the option of the Company, either be paid in cash out of lawfullyavailable funds therefor or accrue and compound and be added to the Series A Accrued Value andSeries A-1 Accrued Value on the applicable Dividend Payment Dates. Each such dividend which ispayable in cash shall be payable on the Dividend Payment Date out of lawfully available fundstherefor to the holders of record of shares of the Series A Preferred Stock and Series A-1Preferred Stock, as they appear on the transfer books of the Company at the close of business onthe day immediately preceding such Dividend Payment Date. Any dividend that is not otherwise paidin cash on the applicable Dividend Payment Date (whether due to the Company’s election not to paysuch dividend in cash, its inability to pay such dividend in cash, or otherwise) shallautomatically, and without any action on the part of the Company, accrue and compound and be addedto the Series A Accrued Value and Series A-1 Accrued Value on such Dividend Payment Date.                    (ii) Additional Dividends. In addition to dividends payable pursuant to Section(C)(1)(b)(i) of this Article Four, in the event any dividends are declared or paid or any otherdistribution is made on or with respect to the Common Stock (as defined in Section (C)(1)(k) ofthis Article Four), the holders of the Series A Preferred Stock or Series A-1
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Preferred Stock as of the record date established by the Board for such dividend ordistribution on the Common Stock shall be entitled to receive as additional dividends (the“Additional Dividends”) out of lawfully available funds therefor an amount (whether in theform of cash, securities or other property) equal to the amount (and in the form) of the dividendsor distribution that such holder would have received had the Series A Preferred Stock or Series A-1Preferred Stock been converted into Common Stock as of the date immediately prior to the recorddate of such dividend or distribution on the Common Stock; provided, however, that if the Companydeclares and pays a dividend or makes a distribution on the Common Stock consisting in whole or inpart of Common Stock, then no such dividend or distribution shall be payable in respect of theSeries A Preferred Stock or Series A-1 Preferred Stock on account of the portion of such dividendor distribution on the Common Stock payable in Common Stock to the extent that the applicableanti-dilution adjustment under Section (C)(1)(g)(viii) of this Article Four shall be made inconnection therewith; and provided, further, that if the Company declares and pays a dividend ormakes a distribution on the Common Stock consisting in whole or part of evidences of itsindebtedness, assets (excluding any regular periodic cash dividend but including any extraordinarycash dividend), capital stock (other than Common Stock) or rights to subscribe for capital stock(other than Common Stock), then no such dividend or distribution shall be payable in respect of theSeries A Preferred Stock or Series A-1 Preferred Stock on account of the portion of such dividendor distribution on the Common Stock payable in evidences of its indebtedness, assets (excluding anyregular periodic cash dividend but including any extraordinary cash dividend), capital stock (otherthan Common Stock) or rights to subscribe for capital stock (other than Common Stock) to the extentthat the applicable anti-dilution adjustment under Section (C)(1)(g)(ix) of this Article Four shallbe made in connection therewith. The record date for any such Additional Dividends shall be therecord date for the applicable dividend or distribution on the Common Stock, and any suchAdditional Dividends shall be payable on the same payment date as the payment date for the dividendor other distribution on the Common Stock established by the Board.                    (iii) Restricted Payments.                         (1) Except with respect to repurchases made after January 14, 2005 by the Company of JuniorSecurities from the stockholders of the Company for nominal value (the aggregate payment by theCompany for all such repurchased stock not to exceed $100.00) and except with respect torepurchases of Preferred Stock, Class A Common Stock and options to purchase Common Stock, for anaggregate purchase price not to exceed $1,800,000, from participants in the Company’s managementincentive plan approved on February 9, 2007 (the “Management Incentive Plan”) in accordancewith the Restricted Stock Settlement Agreements to be executed in connection with issuances ofstock or options under the Management Incentive Plan, so long as any shares of Series A PreferredStock or Series A-1 Preferred Stock remain outstanding, the Company shall not, directly orindirectly, make any Junior Securities Distribution (as defined in Section (C)(1)(k) of thisArticle Four) unless (A) all accrued and unpaid dividends on the shares of Series A Preferred Stockand Series A-1 Preferred Stock shall have been paid in full and (B) sufficient amounts shall havebeen paid or set apart for the payment of the dividend for the current Dividend Period with respectto the Series A Preferred Stock and Series A-1 Preferred Stock and the current dividend period withrespect to any Junior Parity Securities and Parity Securities.
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                         (2) Except with respect to repurchases of Series C Preferred Stock pursuant to the ManagementIncentive Plan to the extent such repurchases either are approved by the Board or are for nominalvalue and except with respect to repurchases of Preferred Stock, Class A Common Stock and optionsto purchase Common Stock, for an aggregate purchase price not to exceed $1,800,000, fromparticipants in the Management Incentive Plan in accordance with the Restricted Stock SettlementAgreements to be executed in connection with issuances of stock or options under the ManagementIncentive Plan, so long as any shares of Series A Preferred Stock or Series A-1 Preferred Stockremain outstanding, the Company shall not make any Junior Parity Securities Distribution (asdefined in Section (C)(1)(k) of this Article Four) or Parity Securities Distribution (as defined inSection (C)(1)(k) of this Article Four) unless (A) all accrued and unpaid dividends on the sharesof Series A Preferred Stock and Series A-1 Preferred Stock shall have been paid and (B) sufficientamounts shall have been paid or set apart for the payment of the dividend for the current DividendPeriod with respect to the Series A Preferred Stock and Series A-1 Preferred Stock and the currentdividend period with respect to any Junior Parity Securities and Parity Securities; provided,however, that dividends may be declared and paid on Parity Securities if dividends are declared andpaid on the Series A Preferred Stock and Series A-1 Preferred Stock (in accordance with the termsof Section (C)(1)(b)(i) of this Article Four) ratably in proportion to the respective aggregateamounts of dividends accrued and unpaid on such Parity Securities and accrued and unpaid on theSeries A Preferred Stock and Series A-1 Preferred Stock; and further provided that dividends may bedeclared and paid on Junior Parity Securities if (x) the Absolute Liquidation Preference has beenfully paid with respect to the Series A Preferred Stock, the Series A-1 Preferred Stock, the 12%Participating Series B Preferred Stock, par value $.01 per share (the “Series B PreferredStock”) and the 12% Participating Series B-1 Preferred Stock, par value $.01 per share (the“Series B-1 Preferred Stock”) and (y) dividends are declared and paid on the Series APreferred Stock and Series A-1 Preferred Stock (in accordance with the terms of Section(C)(1)(b)(i) of this Article Four) ratably in proportion to the respective aggregate amounts ofdividends accrued and unpaid on such Junior Parity Securities and accrued and unpaid on the SeriesA Preferred Stock and Series A-1 Preferred Stock.                    (iv) Priority With Respect To Junior Securities. Holders of shares of Series APreferred Stock or Series A-1 Preferred Stock shall be entitled to receive the dividends providedfor in this Section (C)(1)(b) of this Article Four in preference to and in priority over anydividends upon any Junior Securities.                    (v) Dividends After Conversion. Notwithstanding anything in this Section (C)(1)(b) ofthis Article Four to the contrary, all accumulated and unpaid Series A Preferred Stock and SeriesA-1 Preferred Stock dividends shall be canceled upon the conversion of the Series A Preferred Stockand Series A-1 Preferred Stock into Class A Common Stock in accordance with Section (C)(1)(g) ofthis Article Four.               (c) Redemption.                    (i) General. The Company shall have no right to redeem any shares of Series APreferred Stock or Series A-1 Preferred Stock.
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                    (ii) No Selective Repurchase Offers. Except with respect to repurchases of Series CPreferred Stock pursuant to the Management Incentive Plan to the extent such repurchases either areapproved by the Board or are for nominal value and except with respect to repurchases of PreferredStock, Class A Common Stock and options to purchase Common Stock, for an aggregate purchase pricenot to exceed $1,800,000, from participants in the Management Incentive Plan in accordance with theRestricted Stock Settlement Agreements to be executed in connection with issuances of stock oroptions under the Management Incentive Plan, neither the Company nor any of its Subsidiaries shallrepurchase any outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock, ParitySecurities or Junior Parity Securities unless the Company either (i) offers to purchase all of thethen outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock, Parity Securitiesand Junior Parity Securities or (ii) offers to purchase shares of Series A Preferred Stock, SeriesA-1 Preferred Stock, Parity Securities and Junior Parity Securities from the holders in proportionto the respective number of shares of Series A Preferred Stock, Series A-1 Preferred Stock, ParitySecurities and Junior Parity Securities held by each holder. In any such repurchase by theCompany, if all shares of Series A Preferred Stock and Series A-1 Preferred Stock are not beingrepurchased, then the number of shares of Series A Preferred Stock, Series A-1 Preferred Stock,Parity Securities and Junior Parity Securities to be repurchased shall be allocated among allshares of Series A Preferred Stock, Series A-1 Preferred Stock, Parity Securities and Junior ParitySecurities held by holders which accept the Company’s repurchase offer so that the shares of SeriesA Preferred Stock, Series A-1 Preferred Stock, Parity Securities and Junior Parity Securities arerepurchased from such holders in proportion to the respective number of shares of Series APreferred Stock, Series A-1 Preferred Stock, Parity Securities and Junior Parity Securities held byeach such holder which accepts the Company’s offer (or in such other proportion as agreed by allsuch holders who accept the Company’s offer). In addition, in any such repurchase by the Company,the aggregate purchase price paid for shares of, and the aggregate consideration to be received bythe holders of, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,Series B-1 Preferred Stock and Series C Preferred Stock shall be allocated such that (i) first,holders of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock andSeries B-1 Preferred Stock shall receive the Absolute Liquidation Preference with respect to eachshare of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and SeriesB-1 Preferred Stock and (ii) second, all remaining proceeds shall be allocated among the holders ofSeries A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1Preferred Stock and Series C Preferred Stock in proportion to the respective number of shares ofSeries A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1Preferred Stock and Series C Preferred Stock held by each such holder which accepts the Company’soffer (or in such other proportion as agreed by all such holders who accept the Company’s offer).Nothing in this Section (C)(1)(c)(ii) of this Article Four shall obligate a holder of shares ofSeries A Preferred Stock or Series A-1 Preferred Stock to accept the Company’s repurchase offer.               (d) Voting Rights.                    (i) Subject to Section (C)(1)(d)(ii) of this Article Four, in addition to any voting rightsprovided by law or set forth in this Section (C)(1) of this Article Four, the holder of each shareof Series A Preferred Stock or Series A-1 Preferred Stock shall be
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entitled to vote on all matters and shall be entitled to 30 votes per share of Series APreferred Stock or Series A-1 Preferred Stock.                    (ii) All calculations of votes per share of Series A Preferred Stock or Series A-1 PreferredStock shall be made to the nearest ten decimal places without rounding. Nothing in this TenthAmended and Restated Certificate of Incorporation (as amended or restated from time to time), orthe Company’s Bylaws shall prohibit or otherwise impede the casting of fractional votes or deliveryof fractional consents by a holder of Series A Preferred Stock or Series A-1 Preferred Stock.                    (iii) Except as required by law, or as otherwise provided in this Tenth Amended and RestatedCertificate of Incorporation, including Section (C)(1)(j) of this Article Four, the holders ofshares of Series A Preferred Stock, Series A-1 Preferred Stock, Class A Common Stock, Series BPreferred Stock and Series B-1 Preferred Stock, shall vote together as a single class and not asseparate classes.               (e) Reacquired Shares. Any shares of Series A Preferred Stock or Series A-1 PreferredStock converted, purchased or otherwise acquired by the Company in any manner whatsoever shall beretired promptly after the acquisition thereof and may not be reissued as shares of Series APreferred Stock or Series A-1 Preferred Stock. Upon such retirement, the Company shall take allnecessary action so that such shares shall become authorized but undesignated shares of PreferredStock of the Company and may be reissued as part of another series of Preferred Stock of theCompany.               (f) Liquidation, Dissolution or Winding Up.                    (i) Liquidation Preference. In the event of a Liquidation (as defined in Section(C)(1)(k) of this Article Four), then, before any payment or distribution to the holders of JuniorSecurities (but, in the case of clauses (i) through (iii) in the definition of Liquidation, afterpayment or provision for the payment of the debts and other liabilities of the Company), eachholder of a share of Series A Preferred Stock shall be entitled to receive an amount equal to thesum of the Series A Liquidation Preference (as defined in Section (C)(1)(k) of this Article Four)and, if the Absolute Liquidation Preference with respect to such share has not yet been paid by theCompany, the Absolute Liquidation Preference and each holder of a share of Series A-1 PreferredStock shall be entitled to receive an amount equal to the sum of the Series A-1 LiquidationPreference (as defined in Section (C)(1)(k) of this Article Four) and, if the Absolute LiquidationPreference with respect to such share has not yet been paid by the Company, the AbsoluteLiquidation Preference.                    In the event of a Liquidation (as defined in Section (C)(1)(k) of this Article Four), then,before any payment or distribution to the holders of Junior Parity Securities, (but, in the case ofclauses (i) through (iii) in the definition of Liquidation, after payment or provision for thepayment of the debts and other liabilities of the Company), each holder of a share of Series APreferred Stock shall be entitled to receive an amount equal to the Absolute Liquidation Preference(as defined in Section (C)(1)(k) of this Article Four) unless the Absolute Liquidation Preferencewith respect to such share has previously been paid by the Company, and each holder of a share ofSeries A-1 Preferred Stock shall be entitled to receive an
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amount equal to the Absolute Liquidation Preference (as defined in Section (C)(1)(k) of thisArticle Four) unless the Absolute Liquidation Preference with respect to such share has previouslybeen paid by the Company.                    The Company may pay all or any portion of the Absolute Liquidation Preference to be paid withrespect to shares of Series A Preferred Stock and Series A-1 Preferred Stock prior to aLiquidation; provided, however, that in no case shall the Company pay all or any portion of theAbsolute Liquidation Preference more than one time with respect to any share of Series A PreferredStock or Series A-1 Preferred Stock.                    With respect to each share of Series A Preferred Stock and Series A-1 Preferred Stock: (A) Inthe event that any cash payments are made, at any time, in respect of the Series A LiquidationPreference, such Series A Liquidation Preference shall be reduced on a dollar for dollar basis bythe amount of such cash payments; (B) in the event that any cash payments are made, at any time, inrespect of the Series A-1 Liquidation Preference, such Series A-1 Liquidation Preference shall bereduced on a dollar for dollar basis by the amount of such cash payments; and (C) in the event thatany cash payments are made, at any time, in respect of the Absolute Liquidation Preference, suchAbsolute Liquidation Preference shall be reduced on a dollar for dollar basis by the amount of suchcash payments.                    (ii) Insufficient Assets. If, upon any such Liquidation, the assets to be distributedto the holders of Series A Preferred Stock, Series A-1 Preferred Stock, Junior Parity Securitiesand Parity Securities shall be insufficient to permit payment of the full amount of the Series ALiquidation Preference and the Absolute Liquidation Preference with respect to each share of SeriesA Preferred Stock plus the full amount of the Series A-1 Liquidation Preference and the AbsoluteLiquidation Preference with respect to each share of Series A-1 Preferred Stock plus amounts due onLiquidation with respect to each share of Junior Parity Securities and Parity Securities, theassets of the Company to be distributed among the holders of Series A Preferred Stock, Series A-1Preferred Stock, Junior Parity Securities and Parity Securities shall first be distributed ratablyamong holders of Series A Preferred Stock, Series A-1 Preferred Stock and Parity Securities untilsuch holders have received the Absolute Liquidation Preference with respect to all shares of SeriesA Preferred Stock, Series A-1 Preferred Stock and Parity Securities and all remaining assets shallbe distributed ratably among holders of Series A Preferred Stock, Series A-1 Preferred Stock,Junior Parity Securities and Parity Securities.                    (iii) No Rights to Remaining Assets. After the payment to holders of the Series APreferred Stock and Series A-1 Preferred Stock of the full amount of the Series A LiquidationPreference and Series A-1 Liquidation Preference, respectively, and the Absolute LiquidationPreference, if applicable, to which they are entitled under this Section (C)(1)(f) of this ArticleFour, the holders of Series A Preferred Stock and Series A-1 Preferred Stock as such shall have noright or claim to any of the remaining assets of the Company.                    (iv) In-Kind Distributions. Whenever the distribution provided for in this Section(C)(1)(f) of this Article Four shall be payable in securities or other property other than cash,the value of such distribution shall be the Fair Market Value (as defined in Section (C)(1)(k) ofthis Article Four).
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                    (v) Notice of Liquidation Event. Written notice of a Liquidation stating a paymentdate, the amount payable pursuant to Section (C)(1)(f)(i) of this Article Four, and the place wheresuch amount shall be payable shall be in writing and shall be deemed to have been given (a) whendelivered by hand (with written confirmation of receipt), (b) three (3) days after sent by e-mail(with such communication to be in PDF format), with electronic confirmation of sending, providedthat a copy is sent on the same day by registered mail, return receipt requested, in each case tothe appropriate mailing and e-mail addresses set forth below (or to such other mailing and e-mailaddresses as a party may designate by notice to the other parties in accordance with thisprovision), or (c) when actually delivered if sent by any other method that results in delivery(with written confirmation of receipt), not less than twenty (20) days prior to the payment datestated therein, to the holders of record of shares of Series A Preferred Stock and Series A-1Preferred Stock, such notice to be addressed to each such holder at its address as shown by therecords of the Company.                    (vi) In connection with the receipt of the Series A Liquidation Preference or the Series A-1Liquidation Preference in accordance with Section (C)(1)(f)(i) of this Article Four, if the holderof a share of Series A Preferred Stock or Series A-1 Preferred Stock, as applicable, is receivingthe amount set forth in clause (x) of the definition of the term “Series A Liquidation Preference”or clause (x) of the definition of the term “Series A-1 Liquidation Preference” in respect to suchshare (and is not receiving the amount set forth in clause (y) of such definitions), the Companyshall cancel 25 shares of Class A Common Stock or Class B Common Stock, or any combination thereof,held by such holder, for each such share of Series A Preferred Stock or Series A-1 Preferred Stockprior to or concurrent with the receipt of such amount. Such shares of Common Stock shall becancelled by the Company without payment of consideration to such holder solely in respect of suchshares of Common Stock.               (g) Conversion of Series A Preferred Stock and Series A-1 Preferred Stock.                    (i) Optional Conversion. Subject to the provision for adjustment set forth in thisSection (C)(1)(g) of this Article Four, each share of Series A Preferred Stock and Series A-1Preferred Stock shall be convertible, at the option of the holder thereof at any time and from thetime to time after the date hereof, into a number of fully paid and nonassessable shares of Class ACommon Stock equal to the quotient obtained by dividing (x) the Series A Accrued Value or SeriesA-1 Accrued Value, as applicable, on such share calculated through and including the date of suchconversion by (y) the Conversion Price (as defined in Section (C)(1)(k) of this Article Four) ineffect on the date of such conversion.                    (ii) Mandatory Conversion. Subject to the provision for adjustment set forth in thisSection (C)(1)(g) of this Article Four, in the event the Company undertakes to consummate aQualified IPO (as defined in Section (C)(1)(k) of this Article Four), if approved by (i) a majorityof the members of the Board whether or not there exist any vacancies on the Board, (ii) the holdersof that percentage of the outstanding voting power of the shares of the Series A Preferred Stockand Series A-1 Preferred Stock that equals the sum of (x) the percentage of the outstanding votingpower of the shares of the Series B Preferred Stock and Series B-1 Preferred Stock held by thelargest holder (or group of affiliated holders) of Series B Preferred Stock and Series B-1Preferred Stock at the Effective Time and (y) 1%, by affirmative
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vote at a meeting or by written consent (voting together as a separate class and to theexclusion of the holders of all other classes or series of capital stock of the Company), and (iii)the holders of that percentage of the outstanding voting power of the shares of the Series BPreferred Stock and Series B-1 Preferred Stock that equals the sum of (x) the percentage of theoutstanding voting power of the shares of the Series B Preferred Stock and Series B-1 PreferredStock held by the largest holder (or group of affiliated holders) of Series B Preferred Stock andSeries B-1 Preferred Stock at the Effective Time and (y) 1%, by affirmative vote at a meeting or bywritten consent (voting together as a separate class and to the exclusion of the holders of allother classes or series of capital stock of the Company), each share of Series A Preferred Stock,Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and 12%Participating Series C Preferred Stock, par value $.01 per share (“Series C PreferredStock”), shall be automatically converted into a number of fully paid and nonassessable sharesof Class A Common Stock equal to the quotient obtained by dividing (x) the Series A Accrued Value,Series A-1 Accrued Value, Series B Accrued Value, Series B-1 Accrued Value or the amount describedin clause (x) of the definition of Series C Liquidation Preference, as applicable, on such sharecalculated through and including the date of such conversion by (y) the Conversion Price in effecton the date of such conversion; provided, however, that such conversion shall be effectiveimmediately prior to the consummation of such Qualified IPO and shall be conditioned upon suchconsummation.                    (iii) Conversion Procedure.                         (1) Conversion of Series A Preferred Stock or Series A-1 Preferred Stock pursuant to Section(C)(1)(g)(i) may be effected by any holder thereof upon the surrender to the Company at the officesof the Company, or at the office of any agent or agents of the Company, as may be designated by theBoard (the “Transfer Agent”), of the certificates representing Series A Preferred Stock orSeries A-1 Preferred Stock to be converted (if such shares are certificated) accompanied by awritten notice stating that such holder elects to convert all or a specified portion of suchholder’s shares of Series A Preferred Stock or Series A-1 Preferred Stock in accordance with theprovisions of this Section (C)(1)(g)(ii) of this Article Four and specifying the name or names inwhich such holder wishes the certificate or certificates for shares of Class A Common Stock to beissued (if such shares are certificated). The Company shall pay any issue and transfer taxes thatmay be payable in respect of any issue or delivery of shares of Class A Common Stock on conversionof Series A Preferred Stock or Series A-1 Preferred Stock pursuant hereto. As promptly aspracticable, and in any event within five Business Days (as defined in Section (C)(1)(k) of thisArticle Four) after the surrender of such certificates representing Series A Preferred Stock orSeries A-1 Preferred Stock and the receipt of such notice relating thereto, the Company shalldeliver or cause to be delivered (i) certificates representing the number of duly authorized,validly issued, fully paid and nonassessable shares of Class A Common Stock (if such shares arecertificated) to which the holder of Series A Preferred Stock or Series A-1 Preferred Stock beingconverted shall be entitled and (ii) if less than all of the shares represented by the surrenderedcertificates are being converted, a new certificate (if such shares are certificated) representingthe number of shares of Series A Preferred Stock or Series A-1 Preferred Stock which remainsoutstanding upon such partial conversion. Such conversion shall be deemed to have been made at theclose of business on the date of giving such notice so that the rights of the holder thereof as toSeries A Preferred Stock or Series A-1 Preferred Stock being converted shall cease except for theright to receive
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shares of Class A Common Stock in accordance herewith, and the person entitled to receive theshares of Class A Common Stock shall be treated for all purposes as having become the record holderof such shares of Class A Common Stock at such time.                         (2) The Company shall at all times reserve and keep available for issuance upon the conversionof Series A Preferred Stock and Series A-1 Preferred Stock, free from any preemptive rights, suchnumber of its authorized but unissued shares of Class A Common Stock as will from time to time benecessary to permit the conversion of all outstanding shares of Series A Preferred Stock and SeriesA-1 Preferred Stock into shares of Class A Common Stock, and shall take all action required toincrease the authorized number of shares of Class A Common Stock, if necessary, to permit theconversion of all outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock.The Company shall take all actions as may be necessary to assure that all such shares of Class ACommon Stock may be so issued without violation of any applicable law (including applicable federaland state securities laws) or governmental regulation or any requirements of any domestic nationalsecurities exchange or other market upon which shares of Class A Common Stock may be listed (exceptfor official notice of issuance which shall be immediately delivered by the Company upon each suchissuance).                         (3) The Company shall not close its books against the transfer of Series A Preferred Stock,Series A-1 Preferred Stock or Class A Common Stock issued or issuable upon conversion of Series APreferred Stock or Series A-1 Preferred Stock in any manner which interferes with the timelyconversion of Series A Preferred Stock or Series A-1 Preferred Stock. The Company shall assist andcooperate with any holder of shares of Series A Preferred Stock or Series A-1 Preferred Stockrequired to make any governmental filings or obtain any governmental approval prior to or inconnection with any conversion of such shares hereunder (including making any filings required tobe made by the Company).                         (4) If the shares of Class A Common Stock issuable by reason of such conversion of Series APreferred Stock or Series A-1 Preferred Stock are convertible into or exchangeable for any otherstock or securities of the Company, the Company shall, at the converting holder’s option, uponsurrender of shares of Series A Preferred Stock or Series A-1 Preferred Stock to be converted bysuch holder as provided above together with any notice, statement or payment required to effectsuch conversion or exchange of Class A Common Stock, deliver to such holder, or as otherwisespecified by such holder, a certificate or certificates representing the stock or securities intowhich the shares of Class A Common Stock issuable by reason of such conversion are so convertibleor exchangeable, registered in such name or names and in such denomination or denominations as suchholder has specified.                    (iv) Adjustments Upon Changes in Capitalization.                         (1) Except with respect to Excluded Securities (as defined in clause (3) below), in case theCompany shall issue any shares of Common Stock or Common Stock Equivalents after the date the firstshare of Series A Preferred Stock or Series A-1 Preferred Stock, as applicable, is issued (the“Issue Date”) without consideration or at a price per share (or having a conversion,exchange or exercise price per share) of less than the Conversion Price as of the date of suchissuance then, and, in each such case, the Conversion
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Price shall be appropriately adjusted by multiplying (A) the Conversion Price in effect on theday immediately prior to the date of issuance of such shares of Common Stock or Common StockEquivalents by (B) a fraction, the denominator of which shall be the sum of (1) the number ofShares of Common Stock Outstanding (as defined in Section (C)(1)(k) of this Article Four) on suchdate prior to such issuance and (2) the number of additional shares of Common Stock issued (orissuable upon conversion, exchange or exercise of such Common Stock Equivalents), and the numeratorof which shall be the sum of (x) the number of Shares of Common Stock Outstanding on such dateprior to such issuance and (y) the number of shares of Common Stock purchasable at the ConversionPrice in effect on the day immediately prior to the date of issuance of such shares of Common Stockor Common Stock Equivalents with the aggregate consideration receivable by the Company for thetotal number of shares of Common Stock so issued (or, in the case of issuances of Common StockEquivalents, issuable upon conversion, exchange or exercise of such Common Stock Equivalents). Anadjustment made pursuant to this clause (1) shall be made on the next Business Day following thedate on which any such issuance is made and shall be effective retroactively to the close ofbusiness on the date of such issuance. For purposes of this clause (1), the considerationreceivable by the Company in connection with the issuance of additional shares of Common Stock orof Common Stock Equivalents since the Issue Date shall be deemed to be equal to (X) in the case theconsideration received by the Company is cash, the sum of the aggregate offering price, excludingany amounts paid or receivable for accrued interest or accrued dividends (before deduction ofunderwriting discounts or commissions or fees and expenses payable to third parties, if any) of allsuch Common Stock and/or Common Stock Equivalents plus the minimum aggregate amount, if any,payable upon conversion, exchange or exercise of any such Common Stock Equivalents, and (Y) in thecase the consideration received by the Company is other than cash, the Fair Market Value (beforededuction of underwriting discounts or commissions or fees and expenses payable to third parties,if any). The issuance or reissuance of any shares of Common Stock (whether treasury shares ornewly issued shares) pursuant to a dividend or distribution on, or subdivision, combination orreclassification of, the outstanding shares of Common Stock requiring an adjustment in theConversion Price pursuant to Section (C)(1)(g)(viii) of this Article Four shall not be deemed toconstitute an issuance of Common Stock or Common Stock Equivalents by the Company to which thisclause (1) applies. Upon the expiration or termination of any unconverted, unexchanged orunexercised Common Stock Equivalents for which an adjustment has been made pursuant to this clause(1), the adjustments shall not forthwith be reversed to effect such Conversion Price as would havebeen in effect at the time of such expiration or termination had such Common Stock Equivalents, tothe extent outstanding immediately prior to such expiration or termination, never been issued.                         (2) If, at any time, the purchase price provided for in any Common Stock Equivalents shalldecrease, the additional consideration, if any, payable upon the conversion or exchange of anyCommon Stock Equivalents shall decrease, or the rate at which any Common Stock Equivalents areconvertible into or exchangeable for Common Stock shall increase, the Conversion Price in effect atthe time of such change shall be readjusted to the Conversion Price which would have been in effectat such time had such Common Stock Equivalents still outstanding provided for such purchase price,reduced additional consideration or increased conversion rate, as the case may be, at the timeinitially granted, issued or sold.                         (3) “Excluded Securities” shall mean: (A) shares of Common Stock issued or issuableupon conversion of Class B Common Stock into Class A
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Common Stock in accordance with Section (B)(4) of this Article Four; (B) shares of CommonStock issued or issuable upon conversion of the Series A Preferred Stock, Series A-1 PreferredStock, Series B Preferred Stock, Series B-1 Preferred Stock or Series C Preferred Stock inaccordance with Section (C)(1)(g)(i), (C)(2)(g)(i) or (C)(3)(g)(i) of this Article Four; (C) sharesof Common Stock issued or issuable upon conversion or exercise of any Common Stock Equivalentsoutstanding on the Issue Date; (D) any shares of Common Stock Equivalents and shares of CommonStock issued or issuable to directors, officers, employees or consultants of the Company followingthe Issue Date pursuant to any stock option, restricted stock, stock purchase or stock bonus plan,or other equity-based agreement, plan or arrangement, approved by the Board or the CompensationCommittee of the Board, prior to the date on which the Management Incentive Plan was approved bythe Board, in an amount not exceeding up to 1,137,219 shares of Common Stock in the aggregate forall such issuances (less any such shares as to which the right to such shares was forfeited inconnection with an individual’s participation in the Management Incentive Plan pursuant to theterms of the Restricted Stock Settlement Agreements); (E) any shares of capital stock issued as astock dividend or upon any stock split or other subdivision or combination of shares of theCompany’s capital stock, (F) any shares of capital stock issued in connection with businessacquisitions, strategic partnerships and alliances, and financing transactions (other than capitalstock issued to parties unrelated to any such transaction, in exchange for cash, to provide equityfinancing for any such transaction), (G) any shares of Common Stock issued in connection with apublic offering of Common Stock registered under the Securities Act of 1933, as amended, (H) anyshares of capital stock issued pursuant to pre-emptive rights under Section 7 of the Shareholders’Agreement, (I) any shares of Series A-1 Preferred Stock or Series B-1 Preferred Stock with anIssuance Date of August 23, 2006 and (J) any shares of Series C Preferred Stock and Class B CommonStock issued pursuant to the Management Incentive Plan, not to exceed 52,332 shares of Series CPreferred Stock and 1,308,297 shares of Class B Common Stock.                         (4) If the Company shall set a record date for the holders of its Common Stock for the purposeof entitling them to receive a dividend or other distribution and shall thereafter, and before suchdividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon itsplan to pay or deliver such dividend or distribution, then no adjustment in the Conversion Pricethen in effect shall be made by reason of the taking of such record, and any such adjustmentpreviously made as a result of the taking of such record shall be reversed.                         (5) Successive adjustments pursuant to this Section (C)(1)(g) of this Article Four shall bemade without duplication whenever any event specified in this Section (C)(1)(g) of this ArticleFour shall require a Conversion Price adjustment.                         (6) All calculations of the Conversion Price shall be made to the nearest ten decimal placeswithout rounding. No adjustment to the Conversion Price pursuant to this Section (C)(1)(g)(iv) ofthis Article Four shall be required unless such adjustment would require an increase or decrease ofat least 1% in the Conversion Price; provided, however, that any adjustments which by reason ofthis Section (C)(1)(g)(iv)(6) of this Article Four are not required to be made shall be carriedforward and taken into account in any subsequent adjustment. Anything in Section (C)(1)(g) of thisArticle Four to the contrary notwithstanding, in no event shall the then current Conversion Pricebe increased as a result of
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any calculation made at any time pursuant to Section (C)(1)(g) of this Article Four (otherthan pursuant to Section (C)(1)(g)(viii) of this Article Four in connection with a combination (byreverse stock split or otherwise) of the outstanding shares of Common Stock into a smaller numberof shares).                         (7) In connection with the conversion of any shares of Series A Preferred Stock or Series A-1Preferred Stock pursuant to this Section (C)(1)(g) of this Article Four, no fractions of shares ofClass A Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustmentin respect of such fractional interest in an amount equal to such fractional interest multiplied bythe Closing Price per share of Class A Common Stock on the day on which such shares of Series APreferred Stock or Series A-1 Preferred Stock are deemed to have been converted. If more than oneshare of Series A Preferred Stock or Series A-1 Preferred Stock shall be surrendered for conversionat one time by the same holder, the number of full shares of Class A Common Stock issuable uponconversion thereof shall be computed on the basis of the total number of shares of Series APreferred Stock or Series A-1 Preferred Stock so surrendered.                    (v) [intentionally omitted]                    (vi) Transfer Books. The Company will at no time close its transfer books against thetransfer of any Series A Preferred Stock, Series A-1 Preferred Stock or any shares of Common Stockissued or issuable upon the conversion of any shares of such Series A Preferred Stock or Series A-1Preferred Stock, except as may otherwise be required to comply with applicable securities laws.                    (vii) [intentionally omitted]                    (viii) Adjustments for Dividends, Subdivisions and Combinations. If the Company atany time (i) pays any dividend, or makes any distribution, on the outstanding shares of CommonStock in shares of Common Stock without payment of any consideration by the holders of CommonStock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) theoutstanding shares of Common Stock, or (iii) combines (by reverse stock split or otherwise) theoutstanding shares of Common Stock into a smaller number of shares, then, and in each such case,the Conversion Price in effect immediately prior to such event or the record date therefor,whichever is earlier, shall be adjusted so that the holder of any shares of Series A PreferredStock or Series A-1 Preferred Stock thereafter convertible into Common Stock pursuant to thisSection (C)(1)(g) of this Article Four shall be entitled to receive the number of shares of CommonStock which such holder would have owned or have been entitled to receive after the happening ofany of the events described above, had such shares of Series A Preferred Stock or Series A-1Preferred Stock been converted into Common Stock immediately prior to the happening of such eventor the record date therefor, whichever is earlier.                    (ix) Special Dividends; Repurchases.                         (1) In case the Company after the Issuance Date shall distribute to all holders of shares ofCommon Stock evidences of its indebtedness, assets
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(excluding any regular periodic cash dividend but including any extraordinary cash dividend),capital stock (other than Common Stock) or rights to subscribe for capital stock (other than CommonStock), the Conversion Price in effect immediately prior to the date of such distribution (or thedate immediately prior to the date of the public announcement of such distribution, whichever isearlier) shall be adjusted by multiplying such Conversion Price by a fraction of which (x) thenumerator is the remainder of (i) the Closing Price per share of Common Stock on such date, minus(ii) the Fair Market Value as of such date of the portion of assets, evidences of indebtedness,capital stock or subscription rights so distributed or paid applicable to one share of CommonStock, and (y) the denominator is the Closing Price per share of Common Stock on such date, suchadjustment to become effective immediately prior to the opening of business on the day followingthe date of distribution or purchase; provided, however, that no adjustment shall be made (A) ifsuch issuance is an issuance of Excluded Securities or (B) if an adjustment shall otherwise be madewith respect to such distribution or issuance pursuant to Section (C)(1)(g)(iv) of this ArticleFour; and further provided, however, that if in any case the numerator of such fraction shall bezero or less than zero, no adjustment shall be made in such case. The Company shall provide anyholder of Series A Preferred Stock or Series A-1 Preferred Stock, upon receipt of a written requesttherefor, with any indenture or other instrument defining the rights of the holders of anyindebtedness, assets, subscription rights or capital stock referred to in this subparagraph (ix).                         (2) In case the Company after the Issuance Date shall purchase or otherwise acquire for valueany shares of Common Stock or Common Stock Equivalents in an Above Market Repurchase (as defined inSection (C)(1)(k) of this Article Four), the Conversion Price in effect immediately prior to thedate of such purchase or other acquisition (or the date immediately prior to the date of the publicannouncement of such purchase or other acquisition) shall be reduced to an amount determined bymultiplying the Conversion Price in effect immediately prior to such purchase or other acquisition,by a fraction of which (x) the numerator shall be (A) the product of (1) the number of Shares ofCommon Stock Outstanding immediately prior to such purchase or other acquisition and (2) the FairMarket Value per share of Common Stock in effect on the Business Day immediately prior to theearlier of (i) the date of such purchase or other acquisition and (ii) the date immediately priorto the date of the public announcement of such purchase or other acquisition, minus (B) theaggregate consideration paid by the Company in such Above Market Repurchase (plus, in the case ofCommon Stock Equivalents, the aggregate additional consideration which would have been paid to theCompany upon exercise, conversion or exchange), and (y) the denominator of which is the product of(A) the number of Shares of Common Stock Outstanding immediately after such purchase or otheracquisition multiplied by (B) the Fair Market Value per share of Common Stock in effect on theBusiness Day immediately prior to the earlier of (i) the date of such purchase or other acquisitionand (ii) the date immediately prior to the date of the public announcement of such purchase orother acquisition.                    (x) Provisions for Organic Changes. Prior to the consummation of any Organic Change(as defined in Section (C)(1)(k) of this Article Four), the Company shall make appropriateprovisions to ensure that each holder of Series A Preferred Stock and/or Series A-1 Preferred Stockshall thereafter have the right to acquire and receive, in lieu of or in addition to (as the casemay be) the shares of Common Stock immediately theretofore acquirable and receivable upon theconversion of such holder’s Series A Preferred
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Stock and Series A-1 Preferred Stock, such shares of securities or assets as such holder wouldhave received in connection with such Organic Change if such holder had converted its Series APreferred Stock and Series A-1 Preferred Stock, as applicable immediately prior to such OrganicChange. In each such case, the Company shall also make appropriate provisions to ensure that theprovisions of this Section (C)(1)(g) of this Article Four shall thereafter be applicable to theSeries A Preferred Stock and Series A-1 Preferred Stock. The Company shall not effect any suchOrganic Change unless, prior to the consummation thereof, the successor corporation (if other thanthe Company) resulting from such consolidation or merger or the corporation purchasing such assetsprovides in its charter documents and in the definitive agreement providing for such Organic Changethe obligation to deliver to each such holder such shares of stock, securities or assets as, inaccordance with the foregoing provisions, such holder may be entitled to acquire.                    (xi) Recapitalization, Conversion and Exchange of Shares. If any recapitalization,conversion or exchange of shares or any other change in the Company’s capital structure, or anyother event occurs of the type contemplated by the provisions of this Section (C)(1)(g) of thisArticle Four but in any such case, which is not expressly provided for by the provisions of thisSection (C)(1)(g) of this Article Four (including the granting of stock appreciation rights,phantom stock rights or other rights with equity features), the Board shall make an appropriateadjustment to the Conversion Price so as to protect the rights of the holders of Series A PreferredStock and Series A-1 Preferred Stock.                    (xii) Exclusion from Conversion Price Adjustments. No adjustment to the ConversionPrice shall be made or shall be applicable under this Section (C)(1)(g) of this Article Four withrespect to (i) the issuance of shares of Series A-1 Preferred Stock or Series B-1 Preferred Stockon August 23, 2006 in connection with the conversion of the Notes outstanding under the NotePurchase Agreement, dated January 14, 2005 among the Company, the purchasers named therein and MCGCapital Corporation as Administrative Agent, (ii) the issuance of shares of Series C PreferredStock and/or Class B Common Stock, including without limitation upon exercise of options topurchase Series C Preferred Stock and/or Class B Common Stock, pursuant to the Management IncentivePlan (not to exceed 52,332 shares of Series C Preferred Stock and 1,308,297 shares of Class BCommon Stock) and (iii) the issuance of shares of Series B-1 Preferred Stock and Class A CommonStock issued pursuant to the Agreement and Plan of Merger, dated February 23, 2007, among theCompany, Eureka Acquisition Corporation, a Delaware corporation, Eureka Broadband Corporation, aDelaware corporation, the significant stockholders or Eureka Broadband Corporation set forththerein, and Jeffrey Ginsberg, as agent of the stockholders of Eureka Broadband Corporation (the“Eureka Merger Agreement”), or issued as a result of the exercise of warrants to purchaseSeries B-1 Preferred Stock and Class A Common Stock issued pursuant to the Eureka Merger Agreement.               (h) Reports as to Adjustment.                    (i) Notice of Conversion Price Adjustment. Upon any adjustment of the ConversionPrice then in effect pursuant to the provisions of Section (C)(1)(g) of this Article Four, then,and in each such case, the Company shall promptly deliver to the Transfer Agent of Series APreferred Stock, Series A-1 Preferred Stock and the Common Stock
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and to each of the holders of Series A Preferred Stock, Series A-1 Preferred Stock and theCommon Stock, a certificate signed by the President or a Vice President and by the Treasurer or anAssistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth inreasonable detail the event requiring the adjustment, the method by which such adjustment wascalculated (including any Fair Market Value determinations made by the Board) and the ConversionPrice then in effect following such adjustment. Where appropriate, such notice to holders ofSeries A Preferred Stock and Series A-1 Preferred Stock may be given in advance.                    (ii) Notice of Organic Change. The Company shall also give written notice to theholders of Series A Preferred Stock or Series A-1 Preferred Stock at least twenty (20) days priorto the date on which any Organic Change takes place.               (i) Protection of Rights. Any registered holder of Series A Preferred Stock or SeriesA-1 Preferred Stock may proceed to protect and enforce its rights with any and all remediesavailable at law or in equity.               (j) Protective Voting Rights and Powers. So long as shares of Series A PreferredStock or Series A-1 Preferred Stock are outstanding, the Company shall not without first obtainingthe approval (by vote at a meeting or by written consent) of the holders of a majority in votingpower of the outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock entitledto vote (voting together as a class but separately from and to the exclusion of the holders of allother classes or series of stock of the Company):                    (i) amend, alter, repeal, restate, or supplement this Tenth Amended and Restated Certificateof Incorporation or its Bylaws (in each case, whether by reclassification, merger, consolidation,reorganization or otherwise) in a manner which alters or changes, in any manner, the number ofshares, or the powers, preferences or rights, of the Series A Preferred Stock or the Series A-1Preferred Stock or which would adversely affect the powers, preferences or rights of the Series APreferred Stock or the Series A-1 Preferred Stock; or                    (ii) change the authorized number of shares of Preferred Stock, the Series A Preferred Stockor the Series A-1 Preferred Stock.               (k) Definitions. In addition to any other terms defined in this Section (C)(1) ofthis Article Four, the following terms shall have the meanings indicated when used in this Section(C)(1) of this Article Four:               “Above Market Repurchase” shall mean any purchase (by tender or exchange offer, openmarket purchase, privately negotiated purchase or otherwise) of all or any portion of the Company’sCommon Stock or Common Stock Equivalents where such purchase is for aggregate consideration thatexceeds the product of (x) the aggregate number of shares of Common Stock or Common StockEquivalents being purchased multiplied by (y) the Closing Price of the Common Stock on the date ofsuch purchase minus, in the case of Common Stock Equivalents, the aggregate additionalconsideration which would have been paid to the Company upon exercise, conversion or exchange.               “Absolute Liquidation Preference” shall mean (x) $516.35 per share of Series APreferred Stock or Series A-1 Preferred Stock less (y) the aggregate amount of any cash
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dividends paid, pursuant to Section (C)(1)(b)(i)(2) of this Article Four, with respect to eachshare of the Series A Preferred Stock and Series A-1 Preferred Stock; provided that the AbsoluteLiquidation Preference with respect to any share of Series A Preferred Stock or Series A-1Preferred Stock shall not be reduced to an amount less than $0.00.               “Additional Dividends” has the meaning given in Section (C)(1)(b)(ii) of this ArticleFour.               “Board” means the Board of Directors of the Company.               “Business Day” means any day other than a Saturday, Sunday, or a day on whichcommercial banks in the City of New York are authorized or obligated by law or executive order toclose.               “BV-BC Merger Agreement” shall mean the Amended and Restated Agreement and Plan ofMerger by and among the Company, BridgeCom Holdings, Inc., a Delaware corporation, MCG IH II, Inc.,a Delaware corporation, MCG Capital Corporation, a Delaware corporation, the Principal CompanyStockholders named therein and certain other parties thereto, dated as of November 22, 2004.               “Class A Common Stock” means the Class A Common Stock, par value $.01 per share, ofthe Company.               “Class B Common Stock” means the Class B Common Stock, par value $.01 per share, ofthe Company.               “Closing Price” per share of Common Stock on any date shall mean the closing saleprice on such day or, in case no such sale takes place on such day, the average of the reportedclosing bid and asked prices, in either case as reported in the principal consolidated transactionreporting system with respect to securities listed or admitted to trading on the New York StockExchange, Inc. (or other national securities exchange), the Nasdaq National Market System or theNasdaq SmallCap Market, or, if such security is not so reported in the principal consolidatedtransaction reporting system, the last quoted sale price or, if not so quoted, the average of thehigh bid and low asked prices in the over-the-counter market, as reported by the NationalAssociation of Securities Dealers, Inc. Automated Quotation System or such other system then inuse, or, if on any such date the Common Stock or such other securities are not quoted by any suchorganization, the average of the closing bid and asked prices as furnished by a professional marketmaker, selected in good faith by the Board and acceptable to the holders of a majority of theoutstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock, making a market inthe Common Stock or such other securities of the Company. If the Common Stock or such othersecurities are not so reported or publicly traded, “Closing Price” shall mean the Fair MarketValue.               “Common Stock” shall mean shares of Class A Common Stock and Class B Common Stock.
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               “Common Stock Equivalent” shall mean securities convertible into, or exchangeable orexercisable for, shares of Common Stock and options, warrants and rights to acquire suchconvertible securities.               “Conversion Price” means $50.00, subject to adjustment as provided in Section(C)(1)(g) of this Article Four.               “Dividend Payment Date” shall mean the last Business Day of each calendar quarter.               “Dividend Period” shall mean the Initial Dividend Period and, thereafter, eachquarterly period from and including a Dividend Payment Date to the next following Dividend PaymentDate (but without including such later Dividend Payment Date).               “Effective Time” shall have the meaning set forth in the BV-BC Merger Agreement.               “Eureka Merger Agreement” shall mean the Agreement and Plan of Merger, dated February23, 2007, among the Company, Eureka Acquisition Corporation, a Delaware corporation, EurekaBroadband Corporation, a Delaware corporation, the significant stockholders or Eureka BroadbandCorporation set forth therein, and Jeffrey Ginsberg, as agent of the stockholders of EurekaBroadband Corporation.               “Excluded Securities” has the meaning given in Section (C)(1)(g)(iv)(3) of thisArticle Four.               “Fair Market Value” shall mean the price that a willing buyer would pay to a willingseller in an arm’s length transaction, it being understood that the buyer and seller in arriving atsuch price in determining the value would each consider, the other factors customarily consideredby valuation professionals, as the Board in good faith shall reasonably determine. The Board shallpromptly provide written notice of any Fair Market Value determination to the holders of theoutstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock; provided, however,that if the Board has provided notice of such determination in connection with its obligationsunder Section (C)(1)(h)(i) of this Article Four, the Board shall not be required to provide aseparate notice.               “Initial Dividend Period” shall mean the dividend period commencing on the IssuanceDate and ending on (and including) the date immediately prior to the first Dividend Payment Date tooccur thereafter.               “Issuance Date” shall mean: (i) with respect to any share of Series A Preferred Stock,the date on which the Company initially issues such share of Series A Preferred Stock, regardlessof the number of times transfer of such share is made on the stock records of the Company andregardless of the number of certificates which may be issued to evidence such share; and (ii) withrespect to any share of Series A-1 Preferred Stock, August 23, 2006, regardless of the number oftimes transfer of such share is made on the stock records of the Company, regardless of the numberof certificates which may be issued to evidence such share
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and regardless of when such share isactually issued. For clarification, clause (ii) above shallhave the effect that all shares of Series A-1 Preferred Stock (including but not limited toshares that are issued after August 23, 2006) are entitled to accrued dividends in an amount equalto the amount of dividends that would have accrued from August 23, 2006, regardless of when suchshares are actually issued.               “Issue Date” has the meaning given in Section (C)(1)(g)(iv)(1) of this Article Four.               “Junior Parity Securities” shall mean each class or series of capital stock of theCompany now or hereafter authorized, issued or outstanding the terms of which specifically providethat such class or series will rank junior to the Series A Preferred Stock and Series A-1 PreferredStock with respect to payment of dividends or distributions, or the distribution of assets uponliquidation, winding up or dissolution until the Absolute Liquidation Preference has been paid withrespect to the Series A Preferred Stock and Series A-1 Preferred Stock but on a parity with theSeries A Preferred Stock and Series A-1 Preferred Stock after payment of such Absolute LiquidationPreferences. The Series C Preferred Stock shall constitute Junior Parity Securities. Thisdefinition of Junior Parity Securities shall include, without limitation, any Common StockEquivalents exercisable or exchangeable for or convertible into any Junior Parity Securities.               “Junior Parity Securities Distribution” shall mean the declaration or payment onaccount of, or setting apart for payment money for a sinking or other similar fund for, thepurchase, redemption or other retirement of Junior Parity Securities (other than by conversion intoor exchange for Junior Securities) or any Common Stock Equivalents exercisable or exchangeable foror convertible into any shares of Junior Parity Securities, or any distribution in respect thereof(except for (i) dividends on Junior Parity Securities which are payable solely in additional sharesof Junior Parity Securities, or by the increase in the liquidation value of Junior ParitySecurities, in each case, as required by the terms of such Junior Parity Securities or (ii)cashless exercises of options), either directly or indirectly, and whether in cash, obligations,Common Stock, Common Stock Equivalents or other property, or the purchase or redemption by anycorporation or other entity directly or indirectly controlled by the Company of any of the JuniorParity Securities or any Common Stock Equivalents exercisable or exchangeable for or convertibleinto any Junior Parity Securities.               “Junior Securities” shall mean the Company’s Common Stock and all classes and seriesof capital stock of the Company now or hereafter authorized, issued or outstanding which by theirterms expressly provide that they are junior to the Series A Preferred Stock and Series A-1Preferred Stock, or which do not specify their rank, with respect to payment of dividends ordistributions, or the distribution of assets upon liquidation, winding up or dissolution. Thisdefinition of Junior Securities shall include, without limitation, any Common Stock Equivalentsexercisable or exchangeable for or convertible into any Junior Securities.               “Junior Securities Distribution” shall mean the declaration or payment on account of,or setting apart for payment money for a sinking or other similar fund for, the purchase,redemption or other retirement of, any Junior Securities, or any distribution in respect
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thereof(except for (i) dividends on Junior Securities which are payable solely in additional            shares of Junior Securities, as required by the terms of such Junior Securities, or (ii)cashless exercises of options), either directly or indirectly, and whether in cash, obligations,Common Stock, Common Stock Equivalents or other property, or the purchase or redemption by anyPerson directly or indirectly controlled by the Company of any of the Junior Securities.               “Liquidation” shall mean that (i) the Company shall (A) commence a voluntary caseunder the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvencyor similar law, (B) consent to the entry of an order for relief in an involuntary case under suchlaw or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (orother similar official) of the Company, or of any substantial part of its property, (C) make anassignment for the benefit of its creditors, or (D) admit in writing its inability to pay its debtsgenerally as they become due, (ii)(A) a decree or order for relief in respect of the Company shallbe entered by a court having jurisdiction in the premises in an involuntary case under the Federalbankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, orappointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similarofficial) of the Company or of any substantial part of its property, or ordering the winding up orliquidation of its affairs, and (B) any such decree or order shall be unstayed and in effect for aperiod of 60 consecutive days and on account of any such event the Company shall liquidate,dissolve or wind up, (iii) the Company shall otherwise liquidate, dissolve or wind up, or (iv) theCompany shall (A) merge or consolidate with a Person (other than a merger (i) which only involves achange in the Company’s state of incorporation or (ii) with a wholly-owned subsidiary (directly orindirectly)), and pursuant to such merger or consolidation the Company is not the surviving entity;(B) merge or consolidate, and pursuant to such merger or consolidation the Company is the survivingentity but the holders of the Company’s outstanding equity securities immediately prior to suchmerger or consolidation (x) are not the holders of equity securities of the Company that representat least 50% of the total number of votes entitled to be cast in the election of directorsimmediately following such merger or consolidation or (y) have otherwise relinquished control ofthe Company following such merger or consolidation; (C) sell or transfer all or substantially allof the assets of the Company to one or more Persons that are not wholly-owned subsidiaries(directly or indirectly) of the Company in any transaction (in a transaction not described inclauses (i) through (iii)) or series of transactions, or (D) sell or transfer a majority of thevoting stock of the Company to one or more Persons that are not wholly-owned subsidiaries (directlyor indirectly) of the Company in any transaction or series of transactions. Notwithstandinganything to the contrary in this definition of “Liquidation,” the transactions contemplated oreffected by the BV-BC Merger Agreement (as defined in this Section (C)(1)(k) of this Article Four)shall not be deemed to be a Liquidation.               “Management Incentive Plan” shall mean the management incentive plan of the Company asapproved on February 9, 2007.               “Organic Change” shall mean any recapitalization, reorganization, reclassification,consolidation, merger, sale of all or substantially all of the Company’s assets to another Personor other transaction which is effected in such a manner that holders of Common Stock are entitledto receive (either directly or upon subsequent liquidation) securities or assets
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with respect to orin exchange for Common Stock; provided, however, that an Organic Change shall exclude aLiquidation.               “Parity Securities” shall mean each class or series of capital stock of the Companynow or hereafter authorized, issued or outstanding the terms of which specifically provide thatsuch class or series will rank on a parity with the Series A Preferred Stock and Series A-1Preferred Stock with respect to payment of dividends and distributions, and the distribution ofassets upon liquidation, winding up or dissolution. The Series B Preferred Stock and Series B-1Preferred Stock shall constitute Parity Securities, but the Series C Preferred Stock shall notconstitute Parity Securities. This definition of Parity Securities shall include, withoutlimitation, any Common Stock Equivalents exercisable or exchangeable for or convertible into anyParity Securities.               “Parity Securities Distribution” shall mean the declaration or payment on account of,or setting apart for payment money for a sinking or other similar fund for, the purchase,redemption or other retirement of Parity Securities (other than by conversion into or exchange forJunior Securities) or any Common Stock Equivalents exercisable or exchangeable for or convertibleinto any shares of Parity Securities, or any distribution in respect thereof (except for (i)dividends on Parity Securities which are payable solely in additional shares of Parity Securities,or by the increase in the liquidation value of Parity Securities, in each case, as required by theterms of such Parity Securities or (ii) cashless exercises of options), either directly orindirectly, and whether in cash, obligations, Common Stock, Common Stock Equivalents or otherproperty, or the purchase or redemption by any corporation or other entity directly or indirectlycontrolled by the Company of any of the Parity Securities or any Common Stock Equivalentsexercisable or exchangeable for or convertible into any Parity Securities.               “Person” shall mean any individual, firm, corporation, limited liability company,partnership or other entity, and shall include any successor (by merger or otherwise) of suchentity.               “Qualified IPO” shall mean any issuance and sale of shares of Common Stock whichoccurs in an underwritten public offering registered under the Securities Act of 1933, as amended,and provides net proceeds to the Company of not less than $50,000,000.               “Restricted Stock Settlement Agreements” means both (i) the Restricted StockSettlement Agreement, dated April 2007, by and among the Company, MCG Capital Corporation, aDelaware corporation, BridgeCom Holdings, Inc., a Delaware corporation, and the individual granteenamed therein and (ii) the Restricted Stock Settlement Agreement, dated April 2007, by and amongthe Company and the individual grantee named therein.               “Senior Securities” shall mean each class or series of capital stock of the Companynow or hereafter authorized, issued or outstanding the terms of which specifically provide thatsuch class or series will rank senior to the Series A Preferred Stock and Series A-1 PreferredStock with respect to payment of dividends and distributions, and the distribution of assets uponliquidation, winding up or dissolution. This definition of Senior Securities shall include,without limitation, any Common Stock Equivalents exercisable or exchangeable for or convertibleinto any Senior Securities.
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               “Series A Accrued Value” shall mean, with respect to a share of Series A PreferredStock, as at any date, the sum of (as adjusted for any split, subdivision, combination,consolidation, recapitalization or similar event with respect to the Series A Preferred Stock)(i) the Series A Stated Value, plus (ii) an amount equal to the aggregate of all accrued but unpaiddividends (whether or not declared) on such share through and including such date which have beenadded to Series A Accrued Value pursuant to Section (C)(l)(b)(i)(2) of this Article Four, minus(iii) any amounts paid in respect of the Series A Liquidation Preference.               “Series A Liquidation Preference” shall mean the greater of (x) the Series A AccruedValue on a share of Series A Preferred Stock less the Absolute Liquidation Preference, as at anydate, or (y) the amount of securities, cash or other property that would be payable to such holderin the Liquidation in respect of Class A Common Stock issuable upon conversion of such share ofSeries A Preferred Stock if all outstanding shares of Series A Preferred Stock were converted intoClass A Common Stock immediately prior to the Liquidation in accordance with Section (C)(1)(g) ofthis Article Four hereof less the Absolute Liquidation Preference, as at any date.               “Series A Objecting Parties” has the meaning given in the definition of Fair MarketValue in this Section (C)(1)(k) of this Article Four.               “Series A Preferred Stock” has the meaning given in Section (C)(1)(a)(i) of thisArticle Four.               “Series A Stated Value” shall mean, with respect to a share of Series A PreferredStock, $1,000 (as adjusted for any split, subdivision, combination, consolidation, recapitalizationor similar event with respect to the Series A Preferred Stock).               “Series A-1 Accrued Value” shall mean, with respect to a share of Series A-1 PreferredStock, as at any date, the sum of (as adjusted for any split, subdivision, combination,consolidation, recapitalization or similar event with respect to the Series A-1 Preferred Stock)(i) the Series A-1 Stated Value, plus (ii) an amount equal to the aggregate of all accrued butunpaid dividends (whether or not declared) on such share through and including such date which havebeen added to Series A-1 Accrued Value pursuant to Section (C)(l)(b)(i)(2) of this Article Four,minus (iii) any amounts paid in respect of the Series A-1 Liquidation Preference; provided that,irrespective of the aforementioned sum, on the first Dividend Payment Date following the IssuanceDate with respect to the Series A-1 Preferred Stock the Series A-1 Accrued Value shall be reset andshall equal the Series A Accrued Value on such date.               “Series A-1 Liquidation Preference” shall mean the greater of (x) the Series A-1Accrued Value on a share of Series A-1 Preferred Stock less the Absolute Liquidation Preference, asat any date, or (y) the amount of securities, cash or other property that would be payable to suchholder in the Liquidation in respect of Class A Common Stock issuable upon conversion of such shareof Series A-1 Preferred Stock if all outstanding shares of Series A-1 Preferred Stock wereconverted into Class A Common Stock immediately prior to the Liquidation in accordance with Section(C)(1)(g) of this Article Four hereof less the Absolute Liquidation Preference, as at any date.
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               “Series A-1 Preferred Stock” has the meaning given in Section (C)(1)(a)(ii) of thisArticle Four.               “Series A-1 Stated Value” shall mean, with respect to a share of Series A-1 PreferredStock, the amount that equals the Series A Accrued Value of the Series A Preferred Stock as ofAugust 23, 2006 (as adjusted for any split, subdivision, combination, consolidation,recapitalization or similar event with respect to the Series A-1 Preferred Stock).               “Series B Preferred Stock” shall mean the 12% Participating Series B Preferred Stock,par value $.01 per share of the Company.               “Series B-1 Preferred Stock” shall mean the 12% Participating Series B-1 PreferredStock, par value $.01 per share of the Company.               “Series C Preferred Stock” shall mean the 12% Participating Series C Preferred Stock,par value $.01 per share of the Company.               “Shareholders’ Agreement” means the Third Amended and Restated Shareholders Agreement,dated as of May 31, 2007, by and among the Company and the stockholders party thereto, as amendedfrom time to time. The Company will provide a copy of the Shareholders’ Agreement to anystockholder of the Company upon request.               “Shares of Common Stock Outstanding” shall mean at any time, with respect to theCompany, the sum of (i) all shares of Common Stock issued and outstanding at such time, (ii) allshares of Common Stock which are then issuable upon conversion of the Series A Preferred Stock,(iii) all shares of Common Stock which are then issuable upon conversion of the Series A-1Preferred Stock, (iv) all shares of Common Stock which are then issuable upon conversion of theSeries B Preferred Stock, (v) all shares of Common Stock which are then issuable upon conversion ofthe Series B-1 Preferred Stock or upon the exercise of warrants to purchase Series B-1 PreferredStock and (vi) all shares of Common Stock which are then issuable upon conversion of the Series CPreferred Stock.               “Subsidiaries” of the Company shall mean any corporation or other entity of which amajority of the voting power of the voting equity securities or equity interest is owned, directlyor indirectly, by the Company.               “Transfer Agent” has the meaning given in Section (C)(1)(g)(iii) of this Article Four.                         (1) Notices. Unless otherwise expressly specified or permitted by the terms hereof,all notices, demands and other communications to be given or delivered under or by reason of theprovisions of this Section (C)(1) of this Article Four shall be in writing and shall be deemed tohave been given (a) when delivered by hand (with written confirmation of receipt), (b) three (3)days after sent by e-mail (with such communication to be in PDF format), with electronicconfirmation of sending, provided that a copy is sent on the same day by registered mail, returnreceipt requested, in each case to the appropriate mailing and e-mail addresses set forth below (orto such other mailing and e-mail addresses as a party may designate by notice to the other partiesin accordance with this provision), or (c) when actually
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delivered if sent by any other method thatresults in delivery (with written confirmation of receipt) to the following addresses:Broadview Networks Holdings, Inc.