NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS

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1 NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS That the classes and any maximum number of shares that the Corporation is authorized to issue shall be: (b) (d) an unlimited number of shares of a class designated as Class A Common Shares; an unlimited number of shares of a class designated as Class B Common Shares; an unlimited number of shares of a class designated as Class A Preferred Shares; and an unlimited number of shares of a class designated as Class B Preferred Shares. The rights, privileges, restrictions and conditions attaching to the Class A Common Shares, Class B Common Shares, Class A Preferred Shares and Class B Preferred Shares of the Corporation are as follows: 1. INTERPRETATION 1.1 Defined Terms In these provisions: Accretion Amount means, at any particular time, the product obtained by the multiplication of 0.15 by the Class A Liquidation Amount as at the end of the immediately preceding annual period (with the first annual period beginning on the day the Class A Preferred Shares are issued); (b) Additional Consideration has the meaning set forth in Section 2.4; (d) (e) (f) Available Proceeds has the meaning set forth in Section 2.2(h); Board means the board of directors of the Corporation; CBCA means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended; Class A Liquidation Amount means, initially, the Initial Price per Class A Preferred Share and, at the beginning of each annual period commencing one year after the date Class A Preferred Shares are initially issued, the Class A Liquidation Amount shall be increased by an amount equal to the Accretion Amount, less (b) the amount of any cash dividend that has been declared and paid in respect of such annual period and the amount of any capital distribution paid in respect of the Class A Preferred Shares in respect of such annual period. In the event of any redemption or other disposition of Class A Preferred Shares other than as at the end of a annual period, there shall be added to the Class A Liquidation Amount an additional amount equal to: (i) the Accretion Amount,

2 - 2 - adjusted on a pro rata basis with reference to the number of days from the beginning of the then current annual period to the date of such redemption, less (ii) the amount of any cash dividend that has been declared and paid in respect to such period and the amount of any capital distribution paid in respect of the Class A Preferred Shares in respect of such period; (g) (h) (i) Class B Liquidation Amount means the Initial Price per Class B Preferred Share; Common Shares means, collectively, the Class A Common Shares and the Class B Common Shares; Corporation means the corporation governed by these articles resulting from the amalgamation of [ Canada Inc.] and Data & Audio-Visual Enterprises HoldingsMobilicity Communications Inc.; (j) Deemed Liquidation Event has the meaning set forth in Section 2.1; (k) Initial Consideration has the meaning set forth in Section 2.4; (l) (m) (n) (o) Initial Price means: (i) in respect of the Class A Preferred Shares, $1.00 per share (as adjusted for stock splits, consolidations, the issuance or distribution of Class A Preferred Shares to the holders of all or substantially all of the Class A Preferred Shares and similar events affecting all of the Class A Preferred Shares), and (ii) in respect of the Class B Preferred Shares, $1.00 per share (as adjusted for stock splits, consolidations, the issuance or distribution of Class B Preferred Shares to the holders of all or substantially all of the Class B Preferred Shares and similar events affecting all of the Class B Preferred Shares); Liquidation Event means any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its Shareholders for the purpose of winding-up its affairs, pursuant to the Companies Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or any similar laws of Canada or any province or territory thereof; Shareholder means a holder of Shares of the Corporation; and Shares means shares of any class of the Corporation. 1.2 Interpretation In these provisions: (b) holder in respect of Shares held by joint holders, means all such joint holders; these provisions means the provisions of this item of these articles of the Corporation as amended or supplemented from time to time; the expression section followed by a number means and refers to the specified section of these provisions; and

3 - 3 - (d) all references to dollar amounts in these provisions are references to Canadian dollars. 1.3 Legend Each certificate representing Shares (and/or any notification of restrictions identified in the electronic position representing beneficial ownership of Shares if applicable and within the control of the Corporation) shall have the following legend endorsed conspicuously thereupon: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE ARTICLES OF THE CORPORATION WHICH REQUIRE THE MANDATORY SALE OF SUCH SHARES IN CERTAIN CIRCUMSTANCES, AND ANY HOLDER OF SHARES OF THE CORPORATION (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE BOUND BY THE PROVISIONS OF THE CORPORATION S ARTICLES. and/or such other legend or legends as the Board may determine. 2. DEEMED LIQUIDATION EVENT AND DRAG-ALONG RIGHTS 2.1 Definitions Each of the following events shall be considered a Deemed Liquidation Event : a Merger, being a merger, amalgamation, plan of arrangement or consolidation in which (i) (ii) the Corporation is a constituent party; or a subsidiary of the Corporation is a constituent party and the Corporation issues shares pursuant to such merger, amalgamation, plan of arrangement or consolidation, except any such merger, amalgamation, plan of arrangement or consolidation involving the Corporation or a subsidiary in which the shares of the Corporation outstanding immediately prior to such merger, amalgamation, plan of arrangement or consolidation continue to represent, or are converted into or exchanged for shares that represent, immediately following such merger, amalgamation, plan of arrangement or consolidation, at least a majority, by voting power, of the shares of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger, amalgamation, plan of arrangement or consolidation, the parent corporation of such surviving or resulting corporation; (b) a Share Sale, being a sale of two-thirds or more of the Class A Common Shares in a single transaction or series of related transactions; or an Asset Sale, being the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary

4 - 4 - of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, amalgamation, plan or arrangement or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation. 2.2 Effecting a Deemed Liquidation Event. (b) (d) (e) The Corporation shall not have the power to effect a Merger or Asset Sale unless the agreement for such transaction (the Transaction Agreement ) provides that the consideration payable to the Shareholders shall be allocated among the Shareholders in accordance with Sections 3.3, 4.3, 5.3 and 6.3. If the holders of two-thirds or more of the Class A Common Shares outstanding or holders of Class A Common Shares having two-thirds or more of the votes cast by holders of Class A Common Shares present at a meeting of holders of Class A Common Shares (in either case, the Drag-Along Initiators ) desire to pursue a transaction which would result in a Deemed Liquidation Event, the Drag-Along Initiators shall be entitled to deliver written notice (a Compulsory Sale Notice ) to the Corporation and to all of the other Shareholders (the Dragged Shareholders ) stating that (i) in case of a Share Sale, the Dragged Shareholders shall be required to sell all of their Shares (not otherwise redeemed in connection with such Deemed Liquidation Event) or (ii) in the case of a Merger or Asset Sale, the Corporation shall be required to pursue, and the Dragged Shareholders shall be required to vote all of their Shares (only to the extent they have a right to vote pursuant to these provisions or applicable law) in favour of, such Merger or Asset Sale. If the Drag-Along Initiators give a Compulsory Sale Notice to the Corporation and the Dragged Shareholders, then each Dragged Shareholder shall be obligated to (i) sell all of their Shares in a Share Sale (to the extent not otherwise redeemed in connection with such Deemed Liquidation Event) at the same time and upon the terms specified in the Compulsory Sale Notice, to the purchaser in such Deemed Liquidation Event (the Drag Buyer ) or (ii) vote in favour of a Merger or Asset Sale (only to the extent they have a right to vote pursuant to these provisions or applicable law). If requested by the Drag-Along Initiators, the Corporation may redeem the Class A Preferred Shares and/or the Class B Preferred Shares immediately prior the completion of the Deemed Liquidation Event in accordance with the provisions of Sections 5.4 and 6.4. Any such Class A Preferred Shares and/or Class B Preferred Shares not so redeemed shall, in the case of a Share Sale, be sold to the Drag Buyer for the Class A Liquidation Amount and Class B Liquidation Amount respectively as part of the Deemed Liquidation Event. If the total amount of consideration available in the Deemed Liquidation Event is less than the aggregate Class A Liquidation Amount and Class B Liquidation

5 - 5 - Amount, then such available proceeds shall be distributed in the priorities set out in Sections 5.3 and 6.3. For certainty, no amounts shall be paid to the holders of Common Shares in a Deemed Liquidation Event unless and until the holders of Class A Preferred Shares and the Class B Preferred Shares receive the full Class A Liquidation Amount and Class B Liquidation Amount respectively on the Deemed Liquidation Event (whether by redemption or sale of such shares to the Drag Buyer). If there are any proceeds of the Deemed Liquidation Event remaining after the receipt by the holders of the Class A Preferred Shares and the Class B Preferred Shares of the aggregate Class A Liquidation Amount and Class B Liquidation Amount in full (whether by redemption or sale of such shares to the Drag Buyer), then the remaining proceeds of such Deemed Liquidation Event shall be allocated rateably among the holders of the Common Shares on a pari passu basis as the consideration for their Common Shares in such Deemed Liquidation Event. (f) (g) (h) If a Shareholder receives a Compulsory Sale Notice which a Drag-Along Initiator is entitled to deliver hereunder and it fails to execute or cause to be executed all such agreements and documents as may be necessary under the Corporation s articles and by-laws, the CBCA, or otherwise to enable the Shares held by it to be sold to the Drag Buyer (or vote in favour of a Merger or Asset Sale to the extent they have a right to vote pursuant to these provisions or applicable law) as provided in this Section 2, any one of the Drag-Along Initiators may, as attorney for that Shareholder, execute and deliver all such agreements and documents as may be necessary to permit the sale of such Shares to the Drag Buyer to be completed (or to vote in favour of a Merger or Asset Sale to the extent they have a right to vote pursuant to these provisions or applicable law). Each Shareholder is irrevocably deemed to appoint any Shareholder who becomes a Drag-Along Initiator and complies with this Section 2 to be the attorney for such Shareholder with full power of substitution in the name of and on behalf of such Shareholder, with no restriction or limitation in that regard. To the extent permissible under applicable law, each Dragged Shareholder shall not demand or exercise dissent or oppression rights under the CBCA or otherwise with respect to a Deemed Liquidation Event as to which such dissent or oppression rights are available. In addition, to the extent permissible under applicable law, no Dragged Shareholder shall exercise any statutory or other rights of withdrawal with respect to any Shares owned by such Dragged Shareholder once such Shares have been deposited pursuant to the Deemed Liquidation Event. In the event of a Merger referred to in Section 2.1(ii) or an Asset Sale, if the Corporation does not effect a dissolution of the Corporation under the CBCA within 90 days after such Deemed Liquidation Event (or redeem all of the outstanding Class A Preferred Shares and Class B Preferred Shares), then (i) the Corporation shall send a written notice to each holder of Class A Preferred Shares and Class B Preferred Shares no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to

6 - 6 - require the redemption of such Class A Preferred Shares and Class B Preferred Shares, and (ii) if the holders of at least 50% of the then outstanding Class A Preferred Shares so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its Shareholders, all to the extent permitted by applicable law governing distributions to shareholders (the Available Proceeds ), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding Class A Preferred Shares and Class B Preferred Shares at a price per share equal to the Class A Liquidation Amount and Class B Liquidation Amount respectively. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding Class A Preferred Shares and Class B Preferred Shares, the Corporation shall rateably redeem each holder s Class A Preferred Shares to the fullest extent of such Available Proceeds, and shall redeem the remaining Class A Preferred Shares (followed by the Class B Preferred Shares if there are any Available Proceeds remaining) as soon as it may lawfully do so under applicable law governing distributions to shareholders. The provisions of Section 5.3 and 6.3 shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the redemption of the Class A Preferred Shares and Class B Preferred Shares pursuant to this Section 2.2(h). Prior to the distribution or redemption provided for in this Section 2.2(h), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event. 2.3 Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the Shareholders upon any Deemed Liquidation Event shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person or entity. 2.4 Allocation of Escrow/Holdback and Contingent Consideration. In the event of a Merger pursuant to Section 2.1(i), if any portion of the consideration payable to the Shareholders is payable only upon satisfaction of contingencies (the Additional Consideration ), the Transaction Agreement shall provide that the portion of such consideration that is not Additional Consideration (such portion, the Initial Consideration ) shall be allocated among the Shareholders in accordance with Sections 3.3, 4.3, 5.3 and 6.3 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any Additional Consideration which becomes payable to the Shareholders upon satisfaction of such contingencies shall be allocated among the Shareholders in accordance with Sections 3.3, 4.3, 5.3 and 6.3 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section 2.4, consideration placed into escrow or retained as holdback to be available for satisfaction of

7 - 7 - indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration. 3. CLASS A COMMON SHARES The Class A Common Shares shall have the following preferences, rights, conditions, restrictions, limitations and prohibitions attached to them: 3.1 Voting Rights Each holder of Class A Common Shares shall be entitled to receive notice of and to attend and vote at all meetings of Shareholders, except meetings at which only holders of another class are entitled to vote, and each holder of Class A Common Shares shall be entitled to one vote in respect of each Class A Common Share held by such holder. 3.2 Dividends Subject to the rights of the holders of the Class A Preferred Shares and the Class B Preferred Shares, the holders of Class A Common Shares and the holders of Class B Common Shares on a pari passu basis shall be entitled to receive non-cumulative dividends if, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine. All dividends which the Board may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. 3.3 Liquidation, Dissolution or Winding-up If a Liquidation Event or Deemed Liquidation Event occurs, subject to the rights and privileges attaching to the Class A Preferred Shares and the Class B Preferred Shares, the assets and property of the Corporation available for distribution to Shareholders shall be distributed among the holders of the Class A Common Shares and the holders of Class B Common Shares on a pari passu basis in proportion to the number of Common Shares held by each holder. 4. CLASS B COMMON SHARES The Class B Common Shares shall have the following preferences, rights, conditions, restrictions, limitations and prohibitions attached to them: 4.1 Voting Rights Holders of Class B Common Shares shall be entitled to receive notice of and to attend all meetings of Shareholders, but shall not be entitled to vote on any matter at any meetings of Shareholders, except as required by law. The holders of Class B Common Shares are not entitled to vote separately as a class upon any proposal to amend the articles of the Corporation to: (i) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class; (ii) effect an exchange, reclassification or cancellation of all or part of the shares of such class; or (iii) create a new class or series of shares equal or superior to the shares of such class.

8 Dividends Subject to the rights of the holders of the Class A Preferred Shares and the Class B Preferred Shares, the holders of Class B Common Shares and the holders of Class A Common Shares on a pari passu basis shall be entitled to receive non-cumulative dividends if, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine. All dividends which the Board may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. 4.3 Liquidation, Dissolution or Winding-up If a Liquidation Event or Deemed Liquidation Event occurs, subject to the rights and privileges attaching to the Class A Preferred Shares and the Class B Preferred Shares, the assets and property of the Corporation available for distribution to Shareholders shall be distributed among the holders of the Class B Common Shares and the holders of Class A Common Shares on a pari passu basis in proportion to the number of Common Shares held by each holder. 5. CLASS A PREFERRED SHARES The Class A Preferred Shares shall have the following preferences, rights, conditions, restrictions, limitations and prohibitions attached to them: 5.1 Voting Rights Holders of Class A Preferred Shares shall not be entitled to receive notice of, attend or vote at any meetings of Shareholders, except as required by law. The holders of Class A Preferred Shares are not entitled to vote separately as a class upon any proposal to amend the articles of the Corporation to: (i) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class; (ii) effect an exchange, reclassification or cancellation of all or part of the shares of such class; or (iii) create a new class or series of shares equal or superior to the shares of such class. 5.2 Dividends The holders of Class A Preferred Shares shall be entitled to receive dividends and the Corporation shall pay non-cumulative dividends thereon, if, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine. All dividends which the Board may declare on the Class A Preferred Shares shall be declared and paid in equal amounts per share on all Class A Preferred Shares at the time outstanding. 5.3 Liquidation, Dissolution or Winding-up If a Liquidation Event or Deemed Liquidation Event occurs, the holders of Class A Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets and property of the Corporation to the holders of the Class B Preferred Shares and the Common Shares, an amount equal to the Class A Liquidation Amount in respect of each outstanding Class

9 - 9 - A Preferred Share. For certainty, the holders of Class A Preferred Shares shall not be entitled to any further distribution of the assets of the Corporation following the payment of the Class A Liquidation Amount applicable thereto. If the amount available for such distribution is insufficient to pay the full Class A Liquidation Amount on all outstanding Class A Preferred Shares, the holders of the Class A Preferred Shares shall share rateably in the assets available for distribution to the holders of Class A Preferred Shares. 5.4 Redemption by the Corporation (b) The Class A Preferred Shares may be redeemed by the Corporation, at the Corporation s option, at any time for a price per share equal to the Class A Liquidation Amount applicable thereto. The Corporation shall provide written notice of redemption (the Class A Notice of Redemption ) to the holders of Class A Preferred Shares at their respective addresses appearing on the books of the Corporation. The Class A Notice of Redemption shall set out: (i) (ii) (iii) (iv) (v) if only a part of the outstanding Class A Preferred Shares are to be redeemed, the number of Class A Preferred Shares to be redeemed; the Class A Liquidation Amount; the date on which the redemption is to take place ( Class A Redemption Date ); the place where such shares will be redeemed; and the name and address of the chartered bank, if any, in which unclaimed redemption monies will be deposited. On or after the Class A Redemption Date, the Corporation shall pay the Class A Liquidation Amount to holders of the Class A Preferred Shares to be redeemed, on presentation and surrender of the certificate or certificates for such shares free and clear of all adverse charges whatsoever, duly endorsed, at the place specified in the Class A Notice of Redemption. The Corporation shall have the right on or after the Class A Redemption Date to deposit any unclaimed redemption monies to a special account in the chartered bank named in the Class A Notice of Redemption, to be paid upon presentation and surrender of the share certificate or certificates as have not at the date of such deposit been surrendered by the holders thereof, to or to the order of such holders. Such shares shall be redeemed on the Class A Redemption Date, and from and after the Class A Redemption Date, the holder of such shares being redeemed shall cease to be entitled to dividends, and shall not be entitled to exercise any rights in respect thereof, unless payment of the Class A Liquidation Amount is not made on the Class A Redemption Date, in which event the rights of such holder shall remain unaffected until the Class A Liquidation Amount has been paid in full.

10 (d) (e) (f) Where at any time some but not all of the Class A Preferred Shares are to be redeemed, the Class A Preferred Shares to be redeemed shall be selected by lot in such manner as the Board determines, or as nearly as may be in proportion to the number of Class A Preferred Shares registered in the name of each holder, or in such other manner as the Board determines. If less than all Class A Preferred Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Class A Preferred Shares which have not been redeemed. If the funds of the Corporation legally available for redemption of Class A Preferred Shares on a Liquidation Event or Deemed Liquidation Event are insufficient to satisfy the Class A Liquidation Amount in full, the holders of Class A Preferred Shares shall share rateably in any funds legally available for redemption and all of the Class A Preferred Shares shall be redeemed in full. 6. CLASS B PREFERRED SHARES The Class B Preferred Shares shall have the following preferences, rights, conditions, restrictions, limitations and prohibitions attached to them: 6.1 Voting Rights Holders of Class B Preferred Shares shall not be entitled to receive notice of, attend or vote at any meetings of Shareholders, except as required by law. The holders of Class B Preferred Shares are not entitled to vote separately as a class upon any proposal to amend the articles of the Corporation to: (i) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class; (ii) effect an exchange, reclassification or cancellation of all or part of the shares of such class; or (iii) create a new class or series of shares equal or superior to the shares of such class. 6.2 Dividends The holders of Class B Preferred Shares shall be entitled to receive dividends and the Corporation shall pay a non-cumulative dividends thereon, if, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine. All dividends which the Board may declare on the Class B Preferred Shares shall be declared and paid in equal amounts per share on all Class B Preferred Shares at the time outstanding. 6.3 Liquidation, Dissolution or Winding-up If a Liquidation Event or Deemed Liquidation Event occurs, subject to the rights and privileges attaching to the Class A Preferred Shares, the holders of Class B Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets and property of the Corporation to the holders of the Common Shares but subject to the prior rights and privileges attaching to the Class A Preferred Shares, an amount equal to the Class B Redemption

11 Price (as defined below) in respect of each outstanding Class B Preferred Share held. For certainty, the holders of Class B Preferred Shares shall not be entitled to any further distribution of the assets of the Corporation following the payment of the Class B Liquidation Amount applicable thereto. If the amount available for such distribution is insufficient to pay the full Class B Liquidation Amount on all outstanding Class B Preferred Shares, the holders of the Class B Preferred Shares shall share rateably in the assets available for distribution to the holders of Class B Preferred Shares. 6.4 Redemption by the Corporation (b) The Class B Preferred Shares may be redeemed by the Corporation, at the Corporation s option, at any time for a price per share equal to the Class B Liquidation Amount applicable thereto plus any declared but unpaid dividends on the Class B Preferred Shares (the Class B Redemption Price ). The Corporation shall provide written notice of redemption (the Class B Notice of Redemption ) to the holders of Class B Preferred Shares at their respective addresses appearing on the books of the Corporation. The Class B Notice of Redemption shall set out: (i) (ii) (iii) (iv) (v) the Class B Redemption Price; if only a part of the outstanding Class B Preferred Shares are to be redeemed, the number of Class B Preferred Shares to be redeemed; the date on which the redemption is to take place ( Class B Redemption Date ); the place where such shares will be redeemed; and the name and address of the chartered bank, if any, in which unclaimed redemption monies will be deposited. On or after the Class B Redemption Date, the Corporation shall pay the Class B Redemption Price to holders of the Class B Preferred Shares to be redeemed, on presentation and surrender of the certificate or certificates for such shares free and clear of all adverse charges whatsoever, duly endorsed, at the place specified in the Class B Notice of Redemption. The Corporation shall have the right on or after the Class B Redemption Date to deposit any unclaimed redemption monies to a special account in the chartered bank named in the Class B Notice of Redemption, to be paid upon presentation and surrender of the share certificate or certificates as have not at the date of such deposit been surrendered by the holders thereof, to or to the order of such holders. Such shares shall be redeemed on the Class B Redemption Date, and from and after the Class B Redemption Date, the holder of such shares being redeemed shall cease to be entitled to dividends, and shall not be entitled to exercise any rights in respect thereof, unless payment of the Class B Redemption Price is not made on the Class B Redemption Date, in which event the rights of such holder shall remain unaffected until the Class B Redemption Price has been paid in full.

12 (d) (e) (f) Where at any time some but not all of the Class B Preferred Shares are to be redeemed, the Class B Preferred Shares to be redeemed shall be selected by lot in such manner as the Board determines, or as nearly as may be in proportion to the number of Class B Preferred Shares registered in the name of each holder, or in such other manner as the Board determines. If less than all Class B Preferred Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Class B Preferred Shares which have not been redeemed. If the funds of the Corporation legally available for redemption of Class B Preferred Shares on a Liquidation Event or Deemed Liquidation Event are insufficient to satisfy the Class B Redemption Price in full, the holders of Class B Preferred Shares shall share rateably in any funds legally available for redemption and all of the Class B Preferred Shares shall be redeemed in full. \

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