“Ratable Portion”, “Pro Rata Share”, “ratable share” or (other than in the expression “equally and ratably”) “ratably” means, # with respect to any Revolving Credit Lender, the percentage obtained by dividing (ai) the Revolving Credit Commitment of such Class of such Lender by (bii) the aggregate Revolving Credit Commitments of all Lenders of such Class (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings of such Class owing to such Lender by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to all Lenders of such Class). and # with respect to any FILO Lender, the percentage obtained by dividing # the aggregate outstanding principal balance of the FILO Loans owing to such Lender by # the aggregate outstanding principal balance of the FILO Loans owing to all FILO Lenders.

Class. All Eligible Directors are eligible to receive Performance Awards.

Class Expenses. Each Class of shares may be subject to different Class expenses (collectively, “Class Expenses”) consisting of:

Minimum Amounts. Each Borrowing (whether Eurocurrency, SOFR, ABR or Swingline) shall be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000; provided that a Syndicated ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by [Section 2.05(f)]. Borrowings of more than one Class, Currency and Type may be outstanding at the same time; provided that no more than ten Eurocurrency Borrowings and SOFR Borrowings may be outstanding at the same time.

Capital Balance. The Initial Capital Contribution made by a Partner in cash and the fair market value of any contributions in kind, (as set forth in this Agreement), as reduced from time to time by all cash distributions to such Partner which, pursuant to the terms of this Agreement, are in reduction of a Partner’s Capital Balance.

Note Balance. To clarify the computation of the Principal Sum due to the Investor under the Note, immediately following the Investor's payment of $25,000 of Consideration on the Effective Date of the Note, the Principal Sum shall be equal to $25,000 divided by $225,000 and multiplied by $250,000, for a Principal Sum of $27,777. A one-time Interest Charge of 12% shall be applied to the Principal Sum such that the outstanding Principal Sum and Interest on the initial $25,000 payment of Consideration shall be $31,111.

The aggregate, outstanding principal balance of all

Class B Stock and Class C Stock. Except as expressly provided herein (including without limitation the last sentence of paragraph # of this [subsection (2)]), each holder of shares of Class B Stock and Class C Stock will be entitled to five (5) votes for each share thereof held at the Record Date for the determination of the stockholders entitled to vote on any matter.

Class Action Waiver. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The Parties agree to arbitrate solely on an individual basis, and that this agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

80,000,000 shares; plus