Preferred Stock which are not fixed by this Amended and Restated Certificate of Incorporation, to the full extent now or hereafter permitted by the laws of the State of Delaware. Without limiting
the generality of the grant of authority contained in the preceding sentence, the Board of Directors is authorized to determine any or all of the following, and the shares of each series may vary from the shares of any other series in any or all of
the following respects:
1. The number of shares of such series (which may subsequently be increased, except as otherwise provided by the
resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinctive designation thereof;
2. The dividend rights, if any, of such series, the dividend preferences, if any, as between such series and any other class or series of
stock, whether and the extent to which shares of such series shall be entitled to participate in dividends with shares of any other series or class of stock, whether and the extent to which dividends on such series shall be cumulative, and any
limitations, restrictions or conditions on the payment of such dividends;
3. The time or times during which, the price or prices at
which, and any other terms or conditions on which the shares of such series may be redeemed, if redeemable;
4. The rights of such series,
and the preferences, if any, as between such series and any other class or series of stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and whether and the extent to which shares of any such
series shall be entitled to participate in such event with any other class or series of stock;
5. The voting powers, if any, in addition
to the voting powers prescribed by law of shares of such series, and the terms of exercise of such voting powers;
6. Whether shares of
such series shall be convertible into or exchangeable for shares of any other series or class of stock, or any other securities, and the terms and conditions, if any, applicable to such rights;
7. The terms and conditions, if any, of any purchase, retirement or sinking fund which may be provided for the shares of such series.
Series B Junior Participating Preferred Stock:
The terms of the Corporations Series B Junior Participating Preferred Stock are incorporated from the Certificate of Designation pursuant
to which it was created into the Amended and Restated Certificate of Incorporation as follows:
RESOLVED, that pursuant to the authority
conferred upon the Board of Directors of this Corporation by the Restated Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designations, powers, preferences and relative and other
special rights and qualifications, limitations or restrictions thereof are as follows:
SECTION 1. DESIGNATION AND AMOUNT.
The shares of such series shall be designated as Series B Junior Participating Preferred Stock and the number of shares
constituting such series shall be 3,500,000.
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