Extract to table

Except as otherwise required by law or by the terms of any series of Preferred Stock, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders

There shall be no cumulative voting of shares of Common Stock in the election of directors

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors

The number of directors that Pinnacle Vista is entitled to designate shall be subject to a step-down schedule tied to the percentage of the Corporation's outstanding Common Stock beneficially owned by Pinnacle Vista and its affiliates from time to time, as set forth in the Stockholders' Agreement, which schedule provides, in summary, that: (i) for so long as Pinnacle Vista and its affiliates beneficially own forty percent (40%) or more of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate three (3) directors; (ii) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) but less than forty percent (40%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate two (2) directors; (iii) for so long as Pinnacle Vista and its affiliates beneficially own at least ten percent (10%) but less than twenty-five percent (25%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate one (1) director; and (iv) at such time as Pinnacle Vista and its affiliates beneficially own less than ten percent (10%) of the outstanding shares of Common Stock, Pinnacle Vista shall have no further director designation rights

* (b) Any director elected to fill a vacancy resulting from the death, resignation, or removal of a director shall hold office for the remainder of the full term of the class in which such vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal

Any director elected to fill a vacancy resulting from an increase in the size of the Board of Directors shall hold office for a term that expires at the next annual meeting of stockholders at which the term of the class to which such director has been assigned expires and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal