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1.
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Voting
Rights. Except as otherwise expressly provided by law or
in this Article III, each outstanding share of Common Stock shall be
entitled to one (1) vote on each matter to be voted on by the shareholders
of the Corporation.
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2.
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Liquidation
Rights. Subject to any prior or superior rights of
liquidation as may be conferred upon any shares of Preferred Stock, and
after payment or provision for payment of the debts and other liabilities
of the Corporation, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation,
the holders of Common Stock then outstanding shall be entitled
to receive all of the assets and funds of the Corporation remaining and
available for distribution. Such assets and funds shall be
divided among and paid to the holders of Common Stock, on a pro-rata
basis, according to the number of shares of Common Stock held by
them.
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3.
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Dividends. Dividends
may be paid on the outstanding shares of Common Stock as and when declared
by the Board of Directors, out of funds legally available therefor,
provided; however, that no dividends shall be made with respect to the
Common Stock until any preferential dividends required to be paid or set
apart for any shares of Preferred Stock have been paid or set
apart.
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4.
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Residual
Rights. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein or in
any amendment hereto or thereto shall be vested in the Common
Stock.
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5.
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Preemptive
Rights. No holder of shares of Common Stock shall be
entitled to any preemptive or preferential rights of subscription to any
shares of any class of capital stock of the Corporation, whether now or
hereafter authorized, or to any obligations convertible into capital stock
of the Corporation issued or sold. The term “obligations
convertible into capital stock” shall include any notes, bonds or other
evidences of indebtedness to which are attached or with which are issued
warrants or other rights to purchase capital stock of the
Corporation.
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(a)
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Designation
of voting group:
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Common
Stock, par value $0.001 per share
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(b)
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Number
of outstanding shares of voting group:
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77,885,880
shares of Common Stock
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(c)
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Number
of shares of voting group entitled to
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vote
on the amendment:
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77,885,880
shares of Common Stock
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(d)
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Number
of shares of voting group indisputably
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represented
at the meeting:
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57,813,456
shares of Common Stock
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(a)
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Designation
of voting group:
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Common
Stock, par value $0.001 per share
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(b)
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Number
of votes of voting group cast for
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the
amendment:
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14,534,182
shares of Common Stock
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(c)
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Number
of votes of voting group cast
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against
the amendment:
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4,094,270
shares of Common Stock
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