EFiled: Aug 09 2023 05:45PNEEDTY
`Transaction ID 70601166=;°/\4,.1°)*)
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`Case No. 2023-0377-MTZ \3%otsOFDAS
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`EXHIBIT F
`EXHIBIT F
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`EFiled: Aug 09 2023 05:45PM EDT
`Transaction ID 70601166
`Case No. 2023-0377-MTZ
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`Company:
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`BUZZFEED, INC.
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`8-K • 12/09/2021
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`Document:
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`EX-3.1 • SECOND AMENDED AND RESTATED
`CERTIFICATE OF INCORPORATION
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`Section:
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`Entire Document
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`File Number:
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`001-39877
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`Pages:
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`12
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`4/19/2022 12:19:05 PM
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`Intelligize, Inc.
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` info@intelligize.com
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`1-888-925-8627
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`Exhibit 3.1
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`890 5TH AVENUE PARTNERS, INC.
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`SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
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`890 5th Avenue Partners, Inc., a Delaware corporation, hereby certifies as follows:
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`1. The name of this corporation is “890 5th Avenue Partners, Inc.” The date of the filing of its original Certificate of Incorporation with the
`Secretary of State of the State of Delaware was September 9, 2020.
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`2. The Second Amended and Restated Certificate of Incorporation of this corporation attached hereto as Exhibit A, which is incorporated
`herein by this reference, and which restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation
`as previously amended and/or restated, has been duly adopted by this corporation’s Board of Directors and by the stockholders in accordance
`with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
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`IN WITNESS WHEREOF, this corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by its
`duly authorized officer and the foregoing facts stated herein are true and correct.
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`Dated: December 3, 2021
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`890 5TH AVENUE PARTNERS, INC.
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` 
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`By:
`/s/
`Jonah
`Peretti
`Name: Jonah Peretti
`Title: Director
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`1
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`EXHIBIT A
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`890 5TH AVENUE PARTNERS, INC.
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`SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
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`The name of the corporation is BuzzFeed, Inc. (the “Corporation”).
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`ARTICLE I: NAME
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`ARTICLE II: AGENT FOR SERVICE OF PROCESS
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`The address of the registered office of the Corporation in the State of Delaware is 800 N. State Street, Suite 403, in the City of Dover,
`County of Kent, Delaware 19901, and the name of the registered agent of the Corporation in the State of Delaware at such address is Unisearch,
`Inc.
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`The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General
`Corporation Law of the State of Delaware (the “General Corporation Law”).
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`ARTICLE III: PURPOSE
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`1. Total Authorized.
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`ARTICLE IV: AUTHORIZED STOCK
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`1.1 The total number of shares of all classes of stock that the Corporation has authority to issue is 780,000,000 shares, consisting of
`four classes: (a) 700,000,000 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), (b) 20,000,000
`shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock,
`the “Voting Common Stock”), (c) 10,000,000 shares of Class C Common Stock, $0.0001 par value per share (the “Class C Common Stock” and,
`together with the Voting Common Stock, the “Common Stock”) and (d) 50,000,000 shares of preferred stock, $0.0001 par value per share (the
`“Preferred Stock”).
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`1.2 The number of authorized shares of Class A Common Stock, Class B Common Stock or Class C Common Stock may be increased or
`decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting
`power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, irrespective of the provisions
`of Section 242(b)(2) of the General Corporation Law, and no vote of the holders of the Class A Common Stock, Class B Common Stock, or
`Class C Common Stock voting separately as a class shall be required therefor.
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`2. Preferred Stock.
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`2.1 The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”)
`is expressly authorized, subject to any limitations prescribed by the laws of the State of Delaware, to provide, out of unissued shares of
`Preferred Stock that have not been designated as to series, for series of Preferred Stock by resolution or resolutions adopted and filed
`pursuant to the applicable laws of the State of Delaware, and, with respect to each series, to establish the number of shares to be included
`in each such series, to fix the designation, vesting, powers (including voting powers), preferences and relative, participating, optional or
`other special rights, if any, of each such series and any qualifications, limitations or restrictions thereof, and, subject to the rights of such
`series, to thereafter increase (but not above the total number of authorized shares of the Preferred Stock) or decrease (but not below the
`number of shares of such series then outstanding) the number of shares of any such series. The number of authorized shares of Preferred
`Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders
`of two-thirds of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting
`together as a single class, without a separate vote of the holders of the Preferred Stock, irrespective of the provisions of Section 242(b)(2)
`of the General
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`Corporation Law, unless a separate vote of the holders of one or more series is required pursuant to the terms of any series of Preferred
`Stock; provided, however, that if two-thirds of the Whole Board (as defined below) has approved such increase or decrease of the number
`of authorized shares of Preferred Stock, then only the affirmative vote of the holders of a majority of the voting power of all then-
`outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate
`vote of the holders of the Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a
`separate vote of the holders of one or more series is required pursuant to the terms of any series of Preferred Stock, shall be required to
`effect such increase or decrease. Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by
`the Corporation, in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon
`their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and may be reissued as part
`of any series of Preferred Stock created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance
`set forth in this Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) or in such resolution or resolutions.
`For purposes of this Restated Certificate, the term “Whole Board” shall mean the total number of authorized directors whether or not there
`exist any vacancies in previously authorized directorships.
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`2.2 Subject to the terms of any series of Preferred Stock then outstanding, any new series of Preferred Stock may be designated, fixed
`and determined as provided herein by the Board without approval of the holders of Common Stock or the holders of Preferred Stock, or
`any series thereof, and any such new series may have powers, preferences and rights, including, without limitation, voting powers,
`dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the
`Common Stock, any series of Preferred Stock or any future class or series of capital stock of the Corporation.
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`3. Rights of Common Stock.
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`3.1 Equal Status. Except as expressly set forth in this Article IV(3), the Class A Common Stock, Class B Common Stock and Class C
`Common Stock shall each have the same rights and powers of, rank equally to (including as to dividends and distributions, and upon any
`liquidation, dissolution or winding up of the Corporation), share ratably with and be identical in all respects and to all matters to each
`other class of Common Stock.
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`3.2 Voting Rights.
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`3.2.1 Except as otherwise expressly provided by this Restated Certificate or as required by law, the holders of shares of Class A
`Common Stock and Class B Common Stock shall (a) at all times vote together as a single class and not as separate series or classes on
`all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation, (b) be entitled to notice of
`any stockholders’ meeting in accordance with the Bylaws of the Corporation (as the same may be amended and/or restated from time
`to time, the “Bylaws”) and (c) be entitled to vote upon such matters and in such manner as may be provided by applicable law;
`provided, however, that, except as otherwise required by law or this Restated Certificate, holders of shares of Common Stock shall not
`be entitled to vote on any amendment to this Restated Certificate (including any certificate of designation relating to any series of
`Preferred Stock) that relates solely to the terms or the number of shares of one or more outstanding series of Preferred Stock if the
`holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series,
`to vote thereon pursuant to this Restated Certificate (including any certificate of designation relating to any series of Preferred
`Stock).
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`3.2.2 Each holder of shares of Class A Common Stock, as such, shall be entitled to one (1) vote for each share of Class A
`Common Stock held of record by such holder on each matter on which such holders of such shares are entitled to vote. Each holder
`of shares of Class B Common Stock, as such, shall be entitled to fifty (50) votes for each share of Class B Common Stock held of
`record by such holder on each matter on which such holders of such shares are entitled to vote. The holders of Class C Common
`Stock shall have no voting rights except as required by applicable law.
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`3.3 Dividends and Distribution Rights. Shares of Class A Common Stock, Class B Common Stock and Class C Common Stock shall be
`treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid
`from time to time by the Board of Directors out of any assets of the Corporation legally available therefor. No dividend shall be declared or
`paid on shares of the Class A Common Stock, Class B Common Stock or Class C Common Stock unless the same dividend with the same
`record date and payment date shall be declared and paid on each other class of Common Stock; provided, however, that dividends payable
`in shares of Class A Common Stock, Class B Common Stock or Class C Common Stock or rights to acquire Class A Common Stock, Class B
`Common Stock or Class C Common Stock may be declared and paid to the holders of Class A Common Stock, Class B Common Stock or
`Class C Common Stock, respectively, without the same dividend being declared and paid to the holders of each other class of Common
`Stock if and only if a dividend payable in shares of Class A Common Stock, Class B Common Stock or Class C Common Stock (as the case
`may be) or rights to acquire Class A Common Stock, Class B Common Stock or Class C Common Stock (as the case may be) at the same
`rate and with the same record date and payment date as the dividend declared and paid to the holders of the Class A Common Stock, Class
`B Common Stock or Class C Common Stock (as the case may be) shall be declared and paid to the holders of each other class of Common
`Stock.
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`3.4 Subdivisions, Combinations or Reclassifications. Shares of Class A Common Stock, Class B Common Stock or Class C Common Stock
`may not be subdivided, combined or reclassified unless the shares of the other classes are concurrently therewith proportionately
`subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the
`outstanding Class A Common Stock, Class B Common Stock and Class C Common Stock on the record date for such subdivision,
`combination or reclassification.
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`3.5 Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of Preferred Stock then outstanding,
`upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, holders of Class A Common Stock,
`Class B Common Stock and Class C Common Stock will be entitled to receive ratably, on a per share basis, all assets of the Corporation
`available for distribution to its stockholders =; provided, that for the avoidance of doubt, consideration to be paid or received by a holder
`of Common Stock pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be assets of
`the Corporation available for distribution to its stockholders for the purpose of this Section 3.5.
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`3.6 Merger or Consolidation. In the case of any distribution or payment in respect of the shares of Class A Common Stock, Class B
`Common Stock or Class C Common Stock upon the merger or consolidation of the Corporation with or into any other entity, or in the case
`of any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, such
`distribution or payment shall be made, or other consideration shall be paid, ratably on a per share basis among the holders of the Class A
`Common Stock, Class B Common Stock and Class C Common Stock as a single class; provided, however, that shares of one such class
`may receive different or disproportionate distributions or payments in connection with such merger, consolidation or other transaction if
`the only difference in the per share distribution to the holders of the Class A Common Stock, Class B Common Stock and Class C Common
`Stock is that any securities distributed to the holder of a share Class B Common Stock shall have fifty (50) times the voting power of any
`securities distributed to the holder of a share of Class A Common Stock and any securities distributed to the holder of a share Class C
`Common Stock shall have no voting power except as required by applicable law; provided, further, that for the avoidance of doubt,
`consideration to be paid or received by a holder of Common Stock in connection with any such merger or consolidation pursuant to any
`employment, consulting, severance or similar services arrangement shall not be deemed to be consideration paid in respect, or upon
`conversion or exchange, of shares of Common Stock for the purpose of this Section 3.6.
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`1. Optional Conversion.
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`ARTICLE V: CLASS B COMMON STOCK CONVERSION
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`1.1 Class B Common Stock. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share
`of Class A Common Stock at the option of the holder
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`thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock shall be entitled to convert any
`shares of such Class B Common Stock, such holder shall deliver an instruction, duly signed and authenticated in accordance with any
`procedures set forth in the Bylaws or any policies of the Corporation then in effect, at the principal corporate office of the Corporation or
`of any transfer agent for the Class B Common Stock, and shall deliver a written notice to the Corporation at its principal corporate office,
`of such holder’s election to convert the Class B Common Stock and shall state therein the number of shares of Class B Common Stock
`being converted and the name or names in which the shares of Class A Common Stock issuable on conversion thereof are to be registered
`on the books of the Corporation. The Corporation shall, as soon as practicable thereafter, register on the Corporation’s books ownership
`of the number of shares of Class A Common Stock to which such record holder of Class B Common Stock, or to which the nominee or
`nominees of such record holder, shall be entitled as aforesaid. Such conversion shall be deemed to have occurred immediately prior to the
`close of business on the date such notice of the election to convert is received by the Corporation, and the person or persons entitled to
`receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or
`holders of such shares of Class A Common Stock as of such date.
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`1.2 Class C Common Stock. No share of Class C Common Stock shall be convertible into Class A Common Stock until February 16, 2023
`(the “Class C Reference Date”). From and after the Class C Reference Date, such share of Class C Common Stock shall be convertible into
`one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof upon written notice to the
`Corporation. Before any holder of Class C Common Stock shall be entitled to convert any shares of such Class C Common Stock, such
`holder shall, as applicable, deliver an instruction, duly signed and authenticated in accordance with any procedures set forth in the Bylaws
`or any policies of the Corporation then in effect, at the principal corporate office of the Corporation or of any transfer agent for the Class C
`Common Stock, and shall deliver a written notice to the Corporation at its principal corporate office, of such holder’s election to convert
`the Class C Common Stock and shall state therein the number of shares of Class C Common Stock being converted and the name or names
`in which shares of Class A Common Stock issuable on conversion thereof are to be registered on the books of the Corporation. The
`Corporation shall, as soon as practicable thereafter, register on the Corporation’s books ownership of the number of shares of Class A
`Common Stock to which such record holder of Class C Common Stock, or to which the nominee or nominees of such record holder, shall be
`entitled as aforesaid. Such conversion shall be deemed to have occurred immediately prior to the close of business on the date such notice
`of the election to convert is received by the Corporation, and the person or persons entitled to receive the shares of Class A Common
`Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common
`Stock as of such date.
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`2. Automatic Conversion. Each share of Class B Common Stock shall automatically, without further action by the Corporation or the holder
`thereof, be converted into one (1) fully paid and nonassessable share of Class A Common Stock (the “Automatic Conversion”), upon the earliest
`to occur of:
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`(a) the date specified by the affirmative vote or written consent holders of a majority of the shares of Class B Common Stock then
`outstanding; or
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`(b) the date of the death of Jonah Peretti.
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`The Corporation shall provide notice of the Automatic Conversion of shares of Class B Common Stock pursuant to this Section 3 to
`holders of record of such shares of Class B Common Stock as soon as practicable following the Automatic Conversion; provided, however, that
`the Corporation may satisfy such notice requirements by providing such notice prior to the Automatic Conversion. Such notice shall be
`provided by any means then permitted by the General Corporation Law; provided, however, that no failure to give such notice nor any defect
`therein shall affect the validity of the Automatic Conversion. Upon and after an Automatic Conversion, the person registered on the
`Corporation’s books as the record holder of the shares of Class B Common Stock so converted immediately prior to an Automatic Conversion
`shall be registered on the Corporation’s books as the record holder of the shares of Class A Common Stock issued upon Automatic Conversion
`of such shares of Class B Common Stock without further action on the part of the record holder thereof. Immediately upon the effectiveness of
`the Automatic Conversion, the rights of
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`the holders of the shares of Class B Common Stock converted pursuant to the Automatic Conversion shall cease, and the holders shall be
`treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock into which such shares of
`Class B Common Stock were converted.
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`3. Conversion on Transfer. Each share of Class B Common Stock shall automatically, without further action by the Corporation or the holder
`thereof, be converted into one (1) fully paid and nonassessable share of Class A Common Stock, upon the occurrence of a Transfer (as defined
`in Section 5(h) below), other than a Permitted Transfer (as defined in Section 5(d) below), of such share of Class B Common Stock.
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`4. Policies and Procedures. The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law
`and not in violation of or in conflict with the other provisions of this Restated Certificate, relating to the conversion of the Class B Common
`Stock and Class C Common Stock, as applicable, into Class A Common Stock as it may deem necessary or advisable, but only to the extent such
`policies and procedures (i) relate to administrative or procedural matters and (ii) do not modify or alter the rights or obligations of any
`stockholders of the Corporation pursuant to this Restated Certificate. If the Corporation has reason to believe that a Transfer giving rise to a
`conversion of shares of Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books
`of the Corporation, the Corporation may request that the holder of such shares furnish affidavits or other evidence to the Corporation as it
`reasonably deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred. If
`such holder does not within twenty (20) business days after the date of such request furnish evidence reasonably satisfactory to the
`Corporation to enable the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the
`extent not previously converted, shall be automatically converted into shares of Class A Common Stock and the same shall thereupon be
`registered on the books and records of the Corporation. In connection with any action of stockholders taken at a meeting or by written
`consent, the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by
`proxy at any meeting of stockholders or in connection with any written consent and the classes of shares held by each such stockholder and
`the number of shares of each class held by such stockholder.
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`5. Definitions. For purposes of this Article V:
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`(a) “Immediate Family” shall mean (i) with respect to any natural person, such natural person’s ancestors, spouse, issue (natural or
`adopted), spouses of issue, spousal equivalent, siblings (natural or adopted), any trustee of trusts principally for the benefit of any one or
`more of such individuals, and any entity all of the beneficial owners of which is such trust and/or such individuals, but (ii) with respect to
`a legal representative, means the Immediate Family of the individual for whom such legal representative was appointed, and (iii) with
`respect to a trustee, means the Immediate Family of the individuals who are the principal beneficiaries of the trust.
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`(b) “Parent” of an entity shall mean any entity that directly or indirectly owns or controls a majority of the voting power of the voting
`securities of such entity.
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`(c) “Permitted Entity” shall mean with respect to a Qualified Stockholder (i) a Permitted Trust (as defined below) solely for the benefit
`of (A) such Qualified Stockholder, (B) one or more members of the Immediate Family of such Qualified Stockholder and/or (C) any other
`Permitted Entity of such Qualified Stockholder, (ii) any general partnership, limited partnership, limited liability company, corporation or
`other entity exclusively owned by (A) such Qualified Stockholder, (B) one or more members of the Immediate Family of such Qualified
`Stockholder and/or (C) any other Permitted Entity of such Qualified Stockholder, or (iii) any general partnership, limited partnership,
`limited liability company, corporation or other entity that a Qualified Stockholder directly or indirectly controls, is controlled by, or is under
`common control with (which shall include, without limitation, any general partner, managing member, officer or director of such specified
`entity or any venture capital fund, investment fund or account now or hereafter existing that is controlled by one or more general partners
`or managing members of, or shares the same management company or investment advisor with, or is otherwise affiliated with such
`specified entity).
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`(d) “Permitted Transfer” shall mean, and be restricted to, any Transfer of a share of Class B Common Stock:
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`(i) by a Qualified Stockholder to (A) one or more members of the Immediate Family of such Qualified Stockholder, or (B) any
`Permitted Entity of such Qualified Stockholder; or
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`(ii) by a Permitted Entity of a Qualified Stockholder to (A) such Qualified Stockholder or one or more members of the Immediate
`Family of such Qualified Stockholder, or (B) any other Permitted Entity of such Qualified Stockholder.
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`(e) “Permitted Transferee” shall mean a transferee of shares of Class B Common Stock received in a Transfer that constitutes a
`Permitted Transfer.
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`(f) “Permitted Trust” shall mean a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a member of the Immediate
`Family of a Qualified Stockholder or (iii) a professional in the business of providing trustee services, including private professional
`fiduciaries, trust companies and bank trust departments.
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`(g) “Qualified Stockholder” shall mean (i) the initial registered holder of any shares of Class B Common Stock that are originally issued
`by the Corporation (including pursuant to the conversion of convertible securities); and/or (ii) a Permitted Transferee.
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`(h) “Transfer” of a share of Class B Common Stock shall mean any sale, exchange, assignment, transfer, conveyance, encumbrance,
`pledge, gift, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not
`for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer as a result of a death,
`incompetency, bankruptcy, liquidation or dissolution of a Permitted Entity, as well as, following the Corporation’s first sale of its Class A
`Common Stock, Class B Common Stock or Class C Common Stock in a firm commitment underwritten public offering pursuant to a
`registration statement on Form S-1 under the Securities Act of 1933, as amended, a transfer of a share of Class B Common Stock to a broker
`or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a
`binding agreement with respect to, Voting Control (as defined below) over such share by proxy or otherwise; provided, however, that the
`following shall not be considered a “Transfer” within the meaning of this Article V:
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`(i) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board or the granting of a
`proxy pursuant to a contractual obligation to the Corporation in connection with actions to be taken at an annual or special meeting
`of stockholders;
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`(ii) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are
`holders of Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or
`in writing to the Secretary of the Corporation, (B) either has a term not exceeding one (1) year or is terminable by the holder of the
`shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the
`holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;
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`(iii) entering into a voting agreement, support agreement, stockholders agreement or other similar instrument, agreement or
`arrangement (with or without granting a proxy) if such instrument, agreement or arrangement is (1) contemplated by the definitive
`agreement in respect of a merger, consolidation or other combination transaction to which the Corporation is party or (2) is primarily
`intended to grant voting rights or a voting proxy to the then current Chief Executive Officer of the Corporation;
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`(iv) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant
`to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such
`pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a
`Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer;
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`(v) encumbrances that are limited to (A) statutory liens for taxes that are not yet due and payable; and (B) such imperfections of
`title and encumbrances that do not materially detract from the value of such shares; or
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`(vi) entering into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, with a broker or
`other nominee.
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`A Transfer shall also be deemed to have occurred with respect to a share of Class B Common Stock beneficially held by (x) an entity
`that is a Permitted Entity, if there occurs any act or circumstance that causes such entity to no longer be a Permitted Entity or (y) an
`entity that is a Qualified Stockholder, if there occurs a Transfer on a cumulative basis of a majority of the voting power of the voting
`securities of such entity or any direct or indirect Parent of such entity, other than, in each case, (1) a Transfer to parties that are
`Permitted Transferees, (2) any Transfer of a majority of the voting power of the voting securities of a Qualified Stockholder or any
`direct or indirect Parent of a Qualified Stockholder in a transaction where the fair market value of the Class B Common Stock
`beneficially held by such Qualified Stockholder does not exceed 5% of the total value of the transaction(s) in question or (3) any
`transfer in voting power solely as a result of the change in membership of the governing body of such Parent, including trustees,
`directors and similar persons.
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`(i) “Voting Control” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or
`direct the voting of such share by proxy, voting agreement or otherwise.
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`6. Status of Converted Stock. In the event any shares of Class B Common Stock or Class C Common Stock are converted into shares of Class
`A Common Stock pursuant to this Article V, the shares of Class B Common Stock or Class C Common Stock so converted shall be retired and
`shall not be reissued by the Corporation.
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`7. Effect of Conversion on Payment of Dividends. Notwithstanding anything to the contrary in Sections 1, 2 or 3 of this Article V, if the date on
`which any share of Class B Common Stock or Class C Common Stock is converted into Class A Common Stock pursuant to the provisions of
`Sections 1, 2 or 3 of this Article V after the record date for the determination of the holders of Class B Common Stock or Class C Common Stock
`entitled to receive any dividend to be paid to such holders, the holder of such Class B Common Stock or Class C Common Stock as of such
`record date will be entitled to receive such dividend on such payment date; provided, that, notwithstanding any other provision of this
`Restated Certificate, to the extent that any such dividend or distribution is payable in shares of Class B Common Stock or Class C Common
`Stock, no shares of Class B Common Stock or Class C Common Stock shall be issued in payment thereof and such dividend shall instead be
`paid by the issuance of such number of shares of Class A Common Stock into which such shares of Class B Common Stock or Class C Common
`Stock, if issued, would have been convertible on such payment date. In addition, immediately following the effectiveness of the Automatic
`Conversion, the Corporation shall not issue any additional shares of Class B Common Stock.
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`8. Reservation. The Corporation shall at all