The Company is authorized to issue two hundred fifty-five million (255,000,000) shares consisting of 250,000,000 shares of common stock, $0.01 par value per share (the "common stock"), and 5,000,000 shares of Preferred Stock, $0.01 par value per share (the "preferred stock").

Holders of our common stock are entitled to:

 - Dividends, if our Board of Directors legally declares them; however, if we have shares of preferred stock outstanding, no dividends or other distributions, other than dividends payable in common stock, may be made with respect to the common stock unless full cumulative dividends on the shares of preferred stock have been paid.  This includes redemptions and purchases.

- One vote per share for the election of directors and on all other matters.  Our issued and outstanding shares of common stock are fully paid and non-assessable.

- If we undergo a voluntary or involuntary dissolution, liquidation, or winding up, a pro rata share of all our remaining assets available for distribution, after we fully satisfy the prior rights of (1) creditors, including holders of our indebtedness; and (2) holders of our preferred stock.

Holders of our common stock are not entitled to:

- preemptive rights

- conversion or redemption rights

-cumulative voting rights in the election of directors.

Our Board of Directors is divided into three classes (Class I, II and III).  Directors are elected to hold office for a three-year term.  A plurality vote is required to elect the directors, while in all other matters, the vote required to take action is an affirmative vote of a majority of the shares present (in person or by proxy) and entitled to vote where a quorum is present.

             Preferred Stock