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D. liquidation price, amended- on 3/23/87, was <br /> 5, 000, 000 and 4, 500, 000 respectively; <br /> E. redemption rights and price; <br /> F. k <br /> cSinking fund requirements; <br /> G. conversion rights; and <br /> 4 <br /> H. restrictions on the issuance of such shares . <br /> Prior to the issuance of any shares of a series, but after <br /> adoption by the Board of Directors of the resolution <br /> establishing such series, the appropriate officers of the <br /> Corporation shall file such documents with the State of Ohio <br /> as may .be required by law including, without limitation, an <br /> amendment t.o these Amended Articles of Incorporation. <br /> Section 2 . Common Shares. The Common Shares shall be <br /> subject to , the express terms of the Preferred Shares and any <br /> series the-reof. Each Common Share shall be equal to every <br /> other Common Share. <br /> Secti6n 3 . Voting Rights. Except as otherwise <br /> provided in these Amended Articles of Incorporation or <br /> required by law, the holders of record of Preferred Shares of <br /> any series land the holders of record of- Common Shares, voting <br /> as a single class, shall be entitled to one vote for each <br /> share on all matters submitted to the shareholders, subject <br /> to the right of the Board of Directors to fix a record date <br /> for the dei_ermination of shareholders entitled to notice of <br /> and to vote; at any meeting. <br /> Section 4 . Preemptive Rights. No holder of any shares <br /> of the Corporation of any class shall be entitled as such, as <br /> a matter of right, to purchase, subscribe for or receive or <br /> otherwise acquire or purchase any new or additional shares of <br /> any class of securities convertible into shares of the <br /> Corporation, of any class whatsoever or any options or <br /> warrants t6 purchase, subscribe for or otherwise acquire any <br /> such new or additional shares, or any shares, bonds, notes, <br /> debentures :or other securities convertible into or carrying <br /> options or+ warrants to purchase, subscribe for or otherwise <br /> acquire any such new or additional shares of the Corporation, <br /> whether now or hereafter authorized or whether issued for <br /> • cash or prcI�perty or by way of dividend, except such rights of <br /> subscripticn or purchase, if any, for such considerations, and <br /> upon such terms and conditions as the Board of Directors from <br /> time to time may determine. <br /> -2- <br />