APPENDIX A
AMENDED AND RESTATED ARTICLE 4
OF
OUR CERTIFICATE OF INCORPORATION
Prefatory Note If the Amendment receives the requisite approval of our stockholders,
Article 4 of our Amended and Restated Certificate of Incorporation will read in its entirety as follows:
4. The aggregate number of shares of stock which the Corporation shall have authority to issue is 62,000,000 shares,
consisting of (i) 50,000,000 shares of Class A Common Stock, par value $.01 per share (the Class A Common Stock), (ii) 10,000,000 shares of Class B Common Stock, par value $.01 per share (the Class B
Common Stock), and (iii) 2,000,000 shares of Series Preferred Stock, par value $.01 per share (the Preferred Stock).
(a) The powers, preferences and rights and the qualifications, limitations and restrictions of the Class A Common
Stock and the Class B Common Stock, respectively, shall be as follows:
(i) Except as otherwise
required by law or as otherwise provided in this Article 4, each share of Class A Common Stock and each share of Class B Common Stock shall be of equal rank and shall have identical powers, preferences, qualifications, limitations,
restrictions and other rights.
(ii) Except as otherwise required by law or as otherwise provided in
the Corporations Certificate of Incorporation, with respect to all matters upon which the stockholders of the Corporation are entitled to vote, each holder of Class A Common Stock shall be entitled to
one-tenth
of one vote for each share of Class A Common Stock held and each holder of Class B Common Stock shall be entitled to one vote for each share of Class B Common Stock held. Except as
otherwise required by the DGCL or the Corporations Certificate of Incorporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters to be voted upon by the
stockholders of the Corporation.
(iii) Each share of Class A Common Stock outstanding at the
time of the declaration of any dividend or other distribution payable in cash upon the shares of Class B Common Stock shall be entitled to a dividend or distribution payable at the same time and to stockholders of record on the same date in an
amount at least 10% greater than any cash dividend declared upon each share of Class B Common Stock. Each share of Class A Common Stock and Class B Common Stock shall be equal in respect to dividends or other distributions payable in
shares of capital stock provided that such dividends or distributions may be made (1) in shares of Class A Common Stock to the holders of Class A Common Stock and in shares of Class B Common Stock to the holders of Class B
Common Stock, (2) in shares of Class A Common Stock to the holders of Class A Common Stock and to the holders of Class B Common Stock or (3) in any other authorized class or series of capital stock to the holders of
Class A Common Stock and to the holders of Class B Common Stock.
(iv) Except as otherwise
specifically provided under clause (a)(iii) above, the Corporation shall not split, divide or combine the shares of Class A Common Stock or Class B Common Stock unless, at the same time, the Corporation splits, divides or combines, as
the case may be, the shares of both the Class A Common Stock and the Class B Common Stock in the same proportion and manner.
(v) In the event of a merger or consolidation of the Corporation with or into another entity (whether or
not the Corporation is the surviving entity), the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive the same per share consideration in such merger or consolidation, except that, if the
consideration paid to the stockholders of the Corporation shall consist in whole or in part of shares of another entity, the shares of such other entity issued to the holders of the Class B Common Stock may have greater voting rights than the
shares of the other entity issued to the holders of the Class A Common Stock.
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