**Exhibit 3.1**

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**GLOBALSTAR, INC.**

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**CERTIFICATE OF DESIGNATIONOFSERIES A CONVERTIBLE PREFERRED STOCK**

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(Pursuant to Section 151 of the DelawareGeneral Corporation Law)

 

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Globalstar, Inc.,a Delaware corporation (the “Corporation”), in accordance with the provisionsof Section 103 of the Delaware General Corporation Law (the “DGCL”) doeshereby certify that, in accordance with Section 141(c) of the DGCL,the following resolution was duly adopted by the Board of Directors of theCorporation as of June 17, 2009:

 

RESOLVED,that the Board of Directors of the Corporation pursuant to authority expresslyvested in it by the provisions of the Amended and Restated Certificate ofIncorporation of the Corporation, hereby authorizes the issuance of a series ofPreferred Stock designated as the Series A Convertible Preferred Stock,par value $0.0001 per share, of the Corporation and hereby fixes thedesignation, number of shares, powers, preferences, rights, qualifications,limitations and restrictions thereof (in addition to any provisions set forthin the Certificate of Incorporation of the Corporation which are applicable tothe Preferred Stock of all classes and series) as follows:

 

**SERIES A CONVERTIBLE PREFERREDSTOCK**

 

# 1.             Designation, Amount and ParValue. The following series of preferred stock shall be designated as theCorporation’s Series A Convertible Preferred Stock (the “Series APreferred Stock”), and the number of shares so designated shall be one. Eachshare of Series A Preferred Stock shall have a par value of $0.0001 pershare.

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# 2.             Definitions. In additionto the terms defined elsewhere in this Certificate of Designations thefollowing terms have the meanings indicated:

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**“Affiliate”** means a Person that directly, or indirectly throughone or more intermediaries, controls, or is controlled by, or is under commoncontrol with, such Person.

 

**“Bankruptcy Event”** means any of the followingevents: (a) the Corporation or a Subsidiary of the Corporation commences acase or other proceeding under any bankruptcy, reorganization, arrangement,adjustment of debt, relief of debtors, dissolution, insolvency or liquidationor similar law of any jurisdiction relating to the Corporation or anySubsidiary thereof; (b) there is commenced against the Corporation or anySubsidiary any such case or proceeding that is not dismissed within sixty (60)days 

 

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aftercommencement; (c) the Corporation or any Subsidiary is adjudicatedinsolvent or bankrupt or any order of relief or other order approving any suchcase or proceeding is entered; (d) the Corporation or any Subsidiarysuffers any appointment of any custodian or the like for it or any substantialpart of its property that is not discharged or stayed within sixty (60) days; (e) theCorporation or any Subsidiary makes a general assignment for the benefit ofcreditors; (f) the Corporation or any Subsidiary fails to pay, or statesthat it is unable to pay or is unable to pay, its debts generally as theybecome due; (g) the Corporation or any Subsidiary calls a meeting of itscreditors with a view to arranging a composition, adjustment or restructuringof its debts; or (h) the Corporation or any Subsidiary, by any act orfailure to act, expressly indicates its consent to, approval of or acquiescencein any of the foregoing or takes any corporate or other action for the purposeof effecting any of the foregoing.

 

**“Business Day”** means any day other than Saturday, Sunday,any day which shall be a federal legal holiday in the United States or any dayon which banking institutions in The State of New York are authorized orrequired by law or other governmental action to close.

 

**“Common Stock”** means the common stock of the Corporation,par value $0.0001 per share, and any securities into which such common stockmay hereafter be reclassified; provided, however, that Common Stock does notinclude Nonvoting Common Stock.

 

**“Conversion Agreement”** means the ConversionAgreement, dated as of June 17, 2009, among the Corporation and ThermoFunding Company LLC, as amended from time to time.

 

**“Conversion Notice”** has the meaning set forthin Section 7(a).

 

**“Conversion Shares”** means 126,174,034 shares ofCommon Stock, or such combination of Common Stock and Nonvoting Common Stockrequired to remain below the Maximum Percentage.

 

**“Equity Conditions”** means, with respect to aspecified issuance of Common Stock, that each of the following conditions issatisfied: (i) the number of authorized but unissued and otherwiseunreserved shares of Common Stock is sufficient for such issuance; (ii) noBankruptcy Event has occurred; and (iii) the conversion of the Series APreferred Stock is permitted by the Trading Market and all other applicablelaws, rules and regulations.

 

**“Exchange Act”** means the Securities Exchange Act of 1934,as amended.

 

**“Fundamental Transaction”** means the occurrence of anyof the following in one or a series of related transactions: (i) anacquisition after the date of the Conversion Agreement by an individual orlegal entity or “group” (as described in Rule 13d-5(b)(1) under theExchange Act) of more than fifty percent (50%) of the voting rights or votingequity interests in the Corporation (excluding Thermo Funding Company LLC andits Affiliates); (ii) a merger or consolidation of the Corporation or anySubsidiary or a sale of 

 

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allor substantially all of the assets of the Corporation in one or a series ofrelated transactions, unless following such transaction or series oftransactions, the holders of the Corporation’s securities prior to the firstsuch transaction continue to hold at least half of the voting rights or votingequity interests in of the surviving entity or acquirer of such assets; (iii) arecapitalization, reorganization or other transaction involving the Corporationor any Subsidiary that constitutes or results in a transfer of more than onehalf of the voting rights or voting equity interests in the Corporation; (iv) consummationof a “Rule 13e-3 transaction” as defined in Rule 13e-3 under theExchange Act with respect to the Corporation; (v) any tender offer orexchange offer (whether by the Corporation or another Person) is completedpursuant to which holders of more than fifty percent (50%) of the outstandingCommon Stock tender or exchange their shares for other securities, cash orproperty (excluding Thermo Funding Company LLC and its Affiliates); or (vi) theCorporation effects any reclassification of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted intoor exchanged for other securities, cash or property.

 

**“Holder”** means any holder of Series A Preferred Stock.

 

**“Junior Securities”** means the Common Stock, theNonvoting Common Stock and all other equity of the Corporation that by theirterms rank junior to the Series A Preferred Stock as to dividends and/orupon liquidation.

 

**“Liquidation Event”** means any liquidation,dissolution or winding up of the Corporation, either voluntary or involuntary.

 

**“Nonvoting Common Stock”** means any class ofnonvoting common stock of the Corporation approved by the Board of Director ofthe Corporation and for which Stockholder Approval is obtained, and anysecurities into which such nonvoting common stock may hereafter bereclassified.

 

**“Original Issue Date”** means the date of the firstissuance of any shares of the Series A Preferred Stock, regardless of thenumber of transfers of any particular shares of Series A Preferred Stockand regardless of the number of certificates that may be issued to evidenceshares of Series A Preferred Stock.

 

**“Person”** means any individual or corporation, partnership,trust, incorporated or unincorporated association, joint venture, limitedliability company, joint stock company, government (or an agency or subdivisionthereof) or other entity of any kind.

 

**“Rule 144”** means Rule 144 promulgated by theCommission pursuant to the Securities Act, as such Rule may be amendedfrom time to time, or any similar rule or regulation hereafter adopted bythe Securities and Exchange Commission having substantially the same effect assuch Rule.

 

**“Series A Preferred Stock”** has the meaning set forthin Section 1.

 

**“Securities Act”** means the Securities Act of 1933, asamended.

 

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**“Stockholder Approval”** means the approval by theholders of a majority of the Company’s Common Stock of an amendment to theAmended and Restated Certificate of Incorporation of the Corporation creating aclass of Non-Voting Common Stock with number and terms designated by theCorporation’s Board of Directors in accordance with Delaware GeneralCorporation Law and the rules of the Nasdaq Stock Market, as applicable.

 

**“Subsidiary”** means any “significant subsidiary” of theCorporation as defined in Rule 1-02(w) of Regulation S-X promulgatedby the Commission.

 

**“Trading Day”** means (i) a day on which the CommonStock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) ifthe Common Stock is not listed or quoted on a Trading Market (other than theOTC Bulletin Board), a day on which the Common Stock is traded in theover-the-counter market, as reported by the OTC Bulletin Board, or (iii) ifthe Common Stock is not listed or quoted on any Trading Market, a day on whichthe Common Stock is quoted in the over-the-counter market as reported by thePink Sheets LLC (or any similar organization or agency succeeding to itsfunctions of reporting prices); provided, that in the event that the CommonStock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,then Trading Day shall mean a Business Day.

 

**“Trading Market”** means whichever of the New York StockExchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQCapital Market or OTC Bulletin Board on which the Common Stock is listed orquoted for trading on the date in question.

 

**“Underlying Shares”** means the shares of CommonStock or Nonvoting Common Stock issuable upon conversion of the shares of Series APreferred Stock.

 

# 3.             Dividends. The Holdersof the shares of Series A Preferred Stock shall be entitled to receivedividends (**“Dividends”**) at thesame rate, if any, paid to the holders of Common Stock.

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# 4.             Registration of Issuance andOwnership of Series A Preferred Stock. The Corporation shallregister the issuance and ownership of shares of the Series A PreferredStock, upon records to be maintained by the Corporation or its Transfer Agentfor that purpose (the **“Series APreferred Stock Register”**), in the name of the record Holdersthereof from time to time. The Corporation may deem and treat the registered Holderof shares of Series A Preferred Stock as the absolute owner thereof forthe purpose of any conversion hereof or any distribution to such Holder, andfor all other purposes, absent actual notice to the contrary.

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# 5.             Registration of Transfers. The Corporationshall register the transfer of any shares of Series A Preferred Stock inthe Series A Preferred Stock Register, upon surrender of certificatesevidencing such Shares to the Corporation at its address specified herein. Uponany such registration or transfer, a new certificate evidencing the shares of Series APreferred Stock so transferred shall be issued to the transferee and a newcertificate evidencing the remaining portion of the shares not so transferred,if any, shall be issued to the transferring Holder.

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# 6.             Liquidation.

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## (a)           In the event ofany Liquidation Event, the Holders of Series A Preferred Stock shall beentitled to receive, prior and in preference to any distribution of any of theassets or surplus funds of the Corporation to the holders of Junior Securitiesby reason of their ownership thereof, an amount per share in cash equal to thegreater of (i) $.01, plus all declared but unpaid dividends on such Series APreferred Stock as of the date of such event, and (ii) the amount pershare that would be payable to a holder of Series A Preferred Stock hadall shares of Series A Preferred Stock been converted to Underlying Sharesimmediately prior to such Liquidation Event (the **“Series A Stock Liquidation Preference”**).

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## (b)           After theHolders have been paid the full Series A Stock Liquidation Preference towhich they are entitled, the Holders will have no right or claim to any of theassets or funds of the Corporation.

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## (c)           The Corporationshall provide written notice of any Liquidation Event or FundamentalTransaction to the Holder not less than fifteen (15) days prior to the paymentdate or effective date thereof, provided that such information shall be madeknown to the public prior to or in connection with such notice being providedto the Holder. At the request of any Holder, which must be delivered prior tothe effective date of a Fundamental Transaction (or, if later, within five (5) TradingDays after such Holder receives notice of such Fundamental Transaction from theCorporation), such Fundamental Transaction will be treated as a LiquidationEvent with respect to such Holder for the purposes of this Section 6.

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## (d)           In the eventthat, immediately prior to the closing of a Liquidation Event the cashdistributions required by Section 6(a) have not been made, theCorporation shall forthwith either: (i) cause such closing to be postponeduntil such time as such cash distributions have been made, or (ii) cancelsuch transaction, in which event the rights, preferences and privileges of theholders of the Series A Preferred Stock shall revert to and be the same assuch rights, preferences and privileges existing immediately prior to the dateof the first notice by the Corporation delivered pursuant to Section 6(c).

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# 7.             Conversion.

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## (a)           Conversion atOption of Holder. At the option of any Holder, the share of Series APreferred Stock held by such Holder may be converted into the ConversionShares. Subject to the limitations set forth in Section 7(b) andSection 7(c), a Holder may convert shares of Series APreferred Stock into Common Stock pursuant to this paragraph at any time andfrom time to time after the Original Issue Date, by delivering to theCorporation a conversion notice (the **“ConversionNotice”**), in the form attached hereto as Exhibit A,appropriately completed and duly signed, and the date any such ConversionNotice is delivered to the Corporation (as determined in accordance with thenotice provisions hereof) is a **“ConversionDate.”**

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## (b)           ConversionLimitation. Notwithstanding anything to the contrary containedherein, the aggregate number of shares of Common Stock that may be acquired bythe Holder upon any conversion of the Series A Preferred Stock shall belimited to the extent necessary to insure that, following such conversion (orother issuance), the total number of 

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## sharesof Common Stock then beneficially owned by such Holder and its Affiliates andany other Persons whose beneficial ownership of Common Stock would beaggregated with the Holder’s for purposes of Section 13(d) of theExchange Act, does not exceed 50% (or 70%, is such Person is Thermo FundingCompany LLC) (the **“Maximum Percentage”**)of the total voting power of all outstanding Voting Stock of the Corporation.For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) ofthe Exchange Act and the rules and regulations promulgated thereunder.

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## (c)           StockholderApproval. Notwithstanding anything to the contrary containedherein, none of the shares of Series A Preferred Stock may be convertedinto or exchanged for shares of Common Stock or Nonvoting Common Stock untilthe Stockholder Approval has occurred.

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# 8.             Mechanics of Conversion.

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## (a)           The number ofUnderlying Shares issuable upon any conversion of shares of Series APreferred Stock hereunder shall be the Conversion Shares.

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## (b)           Upon conversionof any shares of Series A Preferred Stock, the Corporation shall promptly(but in no event later than three (3) Trading Days after the ConversionDate) issue or cause to be issued and cause to be delivered to or upon thewritten order of the Holder and in such name or names as the Holder maydesignate a certificate for the Underlying Shares issuable upon suchconversion. The Holder agrees to the imprinting of a restrictive legend on anysuch certificate evidencing any of the Underlying Shares, until such time asthe Underlying Shares are no longer required to contain such legend or anyother legend. Certificates evidencing the Underlying Shares shall not berequired to contain such legend or any other legend (i) while aregistration statement covering the resale of the Underlying Shares iseffective under the Securities Act, (ii) following any sale of suchUnderlying Shares pursuant to Rule 144 if the Holder Provides theCorporation with a legal opinion reasonably acceptable to the Corporation tothe effect that the Underlying Shares can be sold under Rule 144, (iii) ifthe Underlying Shares are eligible for sale under Rule 144 without anyvolume limitation, or (iv) if the Holder provides the Corporation with alegal opinion reasonably acceptable to the Corporation to the effect that thelegend is not required under applicable requirements of the Securities Act(including controlling judicial interpretations and pronouncements issued bythe Staff of the SEC). The Holder, or any Person so designated by the Holder toreceive Underlying Shares, shall be deemed to have become holder of record ofsuch Underlying Shares as of the Conversion Date. If the shares are then notrequired to bear a restrictive legend, the Corporation shall, upon request ofthe Holder, deliver Underlying Shares hereunder electronically through TheDepository Trust Corporation (**“DTC”**)or another established clearing corporation performing similar functions, andshall credit the number of shares of Common Stock to which the Holder shall beentitled to the Holder’s or its designee’s balance account with DTC through itsDeposit Withdrawal Agent Commission System.

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## (c)           A Holder shalldeliver the original certificate(s) evidencing the Series A PreferredStock being converted in connection with the conversion of such Series APreferred Stock. Upon surrender of a certificate following one or more partialconversions, the Corporation shall promptly deliver to the Holder a newcertificate representing the remaining shares of Series A Preferred Stock.

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## (d)           The Corporation’sobligations to issue and deliver Underlying Shares upon conversion of Series APreferred Stock in accordance with the terms hereof are absolute andunconditional, irrespective of any action or inaction by any Holder to enforcethe same, any waiver or consent with respect to any provision hereof, therecovery of any judgment against any Person or any action to enforce the same,or any setoff, counterclaim, recoupment, limitation or termination, or anybreach or alleged breach by any Holder or any other Person of any obligation tothe Corporation or any violation or alleged violation of law by any Holder orany other Person, and irrespective of any other circumstance which mightotherwise limit such obligation of the Corporation to any Holder in connectionwith the issuance of such Underlying Shares.

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# 9.             Voting Rights. Except asprovided in Section 7(b) or otherwise provided herein or as requiredby applicable law, the Holders of the Series A Preferred Stock shall beentitled to vote on all matters on which holders of Common Stock are entitledto vote, including, without limitation, the election of directors. For suchpurposes, each Holder shall be entitled to a number of votes in respect of theUnderlying Shares owned by it equal to the number of shares of Common Stockinto which such shares of Series A Preferred Stock are convertible as ofthe record date for the determination of stockholders entitled to vote on suchmatter, or if no record date is established, at the date such vote is taken orany written consent of stockholders is solicited. Except as otherwise providedherein, in any relevant agreement or as required by applicable law, the holdersof the Series A Preferred Stock and Common Stock, respectively, shall votetogether as a single class on all matters submitted to a vote or consent ofstockholders; *provided* that so long as anyUnderlying Shares are outstanding, the Corporation shall not, without theaffirmative vote of the Holders of a majority of the Underlying Shares thenoutstanding, (a) alter or change adversely the powers, preferences orrights given to the Series A Preferred Stock or alter or amend thisCertificate of Designation (whether by merger, reorganization, consolidation orotherwise), (b) authorize or create any class of stock ranking as todividends, redemption or distribution of assets upon a Liquidation Event orFundamental Transaction senior to or *pari passu*withthe Series A Preferred Stock, (c) amend its certificate ofincorporation or other charter documents so as to affect adversely any rightsof the Holders (whether by merger, reorganization, consolidation or otherwise),(d) increase the authorized number of shares of Series A PreferredStock, (e) pay or declare any dividend or make any distribution on anyJunior Securities, except pro rata stock dividends on the Common Stock payablein additional shares of Common Stock, or (f) enter into any agreement withrespect to the foregoing.

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# 10.           Priority. The Series APreferred Stock, whether now or hereafter issued, shall, with respect to rightson liquidation, winding up or dissolution, whether voluntary or involuntary,rank senior to the Common Stock of the Corporation and to any other series ofPreferred Stock established hereafter by the Board of Directors the terms ofwhich shall specifically provide that such series shall rank junior to the Series APreferred Stock with respect to rights on liquidation, winding up ordissolution. The Corporation shall not, without the prior approval of Holdersof the shares of Series A Preferred Stock then outstanding, voting as aseparate class, issue any additional shares of the Series A PreferredStock, or create any other class or series of capital stock that ranks seniorto or on a parity with the Series A Preferred Stock.

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# 11.           Charges, Taxes and Expenses. Issuance ofcertificates for shares of Series A Preferred Stock and for UnderlyingShares issued on conversion of (or otherwise in respect of) the Series APreferred Stock shall be made without charge to the Holders for any issue ortransfer tax, withholding tax, transfer agent fee or other incidental tax orexpense in respect of the issuance of such certificates, all of which taxes andexpenses shall be paid by the Corporation. The Holder shall be responsible forall other tax liability that may arise as a result of holding or transferringthe Series A Preferred Stock or receiving Underlying Shares in respect ofthe Series A Preferred Stock.

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# 12.           Replacement Certificates. If anycertificate evidencing Series A Preferred Stock or Underlying Shares ismutilated, lost, stolen or destroyed, or a Holder fails to deliver suchcertificate as may otherwise be provided herein, the Corporation shall issue orcause to be issued in exchange and substitution for and upon cancellation thereof,or in lieu of and substitution for such certificate, a new certificate, butonly upon receipt of evidence reasonably satisfactory to the Corporation ofsuch loss, theft or destruction (in such case) and, in each case, customary andreasonable indemnity, if requested. Applicants for a new certificate under suchcircumstances shall also comply with such other reasonable regulations andprocedures and pay such other reasonable third-party costs as the Corporationmay prescribe.

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# 13.           Reservation of UnderlyingShares. The Corporation covenants that it shall at all times reserve and keepavailable out of the aggregate of its authorized but unissued and otherwiseunreserved Common Stock or Nonvoting Common Stock (after receipt of StockholderApproval), solely for the purpose of enabling it to issue Underlying Shares asrequired hereunder, the number of Underlying Shares which are then issuable anddeliverable upon the conversion of (and otherwise in respect of) alloutstanding Series A Preferred Stock, free from preemptive rights or anyother contingent purchase rights of persons other than the Holder. TheCorporation covenants that all Underlying Shares so issuable and deliverableshall, upon issuance in accordance with the terms hereof, be duly and validly authorized,issued and fully paid and nonassessable. The Corporation covenants that itshall use its reasonable efforts to satisfy each of the Equity Conditions. TheCorporation has reserved, or after Stockholder Approval of the Nonvoting CommonStock, will reserve, from its duly authorized capital stock the maximum numberof shares of Common Stock and Nonvoting Common Stock issuable upon conversionof the Series A Preferred Stock.

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# 14.           Fractional Shares. TheCorporation shall not be required to issue or cause to be issued fractionalshares of Common Stock or Nonvoting Common Stock on conversion of Series APreferred Stock. If any fractional share of a Common Stock or Nonvoting CommonStock would, except for the provisions of this Section, be issuable upon conversionof Series A Preferred Stock, the number of shares of Common Stock orNonvoting Common Stock to be issued will be rounded up to the nearest wholeshare.

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# 15.           Notices. Any and allnotices or other communications or deliveries hereunder (including withoutlimitation any Conversion Notice) shall be in writing and shall be deemed givenand effective on the earliest of (i) the date of transmission, if suchnotice or communication is delivered via facsimile at the facsimile numberspecified in this Section prior to 4:30 p.m. (New York City time) ona Trading Day, (ii) the next Trading Day after the date of transmission,if such notice or communication is delivered via facsimile at the facsimilenumber 

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# specifiedin this Section on a day that is not a Trading Day or later than 4:30 p.m.(New York City time) on any Trading Day, (iii) the Trading Day followingthe date of mailing, if sent by nationally recognized overnight courierservice, or (iv) upon actual receipt by the party to whom such notice isrequired to be given. The addresses for such communications shall be: (i) ifto the Corporation, to 461 South Milpitas Boulevard, Bldg 5, Milpitas, CA95035, Attention: Chief Financial Officer, or (ii) if to a Holder, to theaddress or facsimile number appearing on the Corporation’s stockholder recordsor such other address or facsimile number as such Holder may provide to theCorporation in accordance with this Section.

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# 16.           Miscellaneous.

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## (a)           The headingsherein are for convenience only, do not constitute a part of this Certificateof Designations and shall not be deemed to limit or affect any of theprovisions hereof.

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## (b)           No provision ofthis Certificate of Designations may be amended, except in a written instrumentsigned by the Corporation and Holders of at least a majority of the shares of Series APreferred Stock then outstanding. Any of the rights of the Holders of Series APreferred Stock set forth herein, including any Equity Conditions or any othersimilar conditions for the Holders’ benefit, may be waived by the affirmativevote of Holders of at least a majority of the shares of Series A PreferredStock then outstanding. No waiver of any default with respect to any provision,condition or requirement of this Certificate of Designations shall be deemed tobe a continuing waiver in the future or a waiver of any subsequent default or awaiver of any other provision, condition or requirement hereof, nor shall anydelay or omission of either party to exercise any right hereunder in any mannerimpair the exercise of any such right.

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**IN WITNESS WHEREOF**, Globalstar, Inc. hascaused this Certificate of Designations to be duly executed as of this 19th day of June, 2009.

 
|   | GLOBALSTAR, INC. |
|--------|------------------|
|   |             |
|   |             |
|   | By:              | /s/ Fuad Ahmad |
|   |             | Name: Fuad Ahmad |
|   |             | Title: Senior Vice  President and Chief |
|   |             | Financial  Officer |

 

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**EXHIBIT A**

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**FORM OF CONVERSION NOTICE**

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(To be executed by the registered Holder inorder to convert shares of Series A Preferred Stock)

 

The undersigned hereby elects to convert thenumber of shares of Series A Convertible Preferred Stock indicated belowinto shares of common stock, par value $0.0001 per share (the **“Common Stock”**), of Globalstar, Inc., a Delawarecorporation (the **“Corporation”**), according to theconditions hereof, as of the date written below.

 
|   |                                                                         |
|--------|------------------------------------------------------------------------------|
|   | Date to Effect Conversion                                                    |
|   |                                                                         |
|   |                                                                         |
|   | Number of shares of Series A Preferred Stock owned prior to  Conversion |
|   |                                                                         |
|   |                                                                         |
|   | Number of shares of Series A Preferred Stock to be Converted            |
|   |                                                                         |
|   |                                                                         |
|   | Number of shares of Common Stock to be Issued                                |
|   |                                                                         |
|   |                                                                         |
|   | Number of shares of Nonvoting Common Stock to be Issued                      |
|   |                                                                         |
|   |                                                                         |
|   | Name of Holder                                                               |
|   | By:                                                                          |   |
|   | Name:                                                                        |   |
|   | Title:                                                                       |   |

 

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