Common use of Description of Preferred Stock Clause in Contracts

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers of ALJ Regional Holdings, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11, 2009, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 per share, designated as Series B Preferred Stock (the “Series B Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 0.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution anti-dilution adjustment provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers of ALJ Regional HoldingsNetlist, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation as currently in effect (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11April 10, 20092017, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 0.001 per share, designated as Series B A Preferred Stock (the “Series B A Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 0.001 per share (the “Preferred Stock”): RESOLVED, that that, pursuant to the authority granted to and vested in the Board of Directors in accordance with applicable law and the provisions of its the Certificate of Incorporation, the Board of Directors does hereby createcreates, authorize authorizes and provide provides for 550,000 1,000,000 shares of its the Corporation’s authorized Preferred Stock to be designated and issued as the “Series B A Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers of ALJ Regional HoldingsPinnacle Entertainment, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its the Restated Certificate of Incorporation (the “Certificate of Incorporation”)said Corporation, the said Board of Directors, at by unanimous written consent in lieu of a duly called meeting held on May 11dated November 6, 2009, at which a quorum was present and acted throughout2014, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 1.00 per share, designated as Series B A Junior Participating Preferred Stock (the “Series B A Junior Participating Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 1.00 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Restated Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 100,000 shares (such number of shares may be increased or decreased by resolution of the Board of Directors in accordance with the Company’s Restated Certificate of Incorporation) of its authorized Preferred Stock to be designated and issued as the “Series B A Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers of ALJ Regional HoldingsMindspeed Technologies, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11August 9, 2009, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock preferred stock having a par value of $0.01 per share, designated as Series B Junior Participating Preferred Stock (the “Series B Junior Participating Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 3,500,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers officer of ALJ Regional HoldingsSourcefire, Inc., a Delaware corporation (the “Corporation”), DO DOES HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11October 29, 20092008, at which a quorum was present and acted throughout, adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 .001 per share, designated as Series B A Junior Participating Preferred Stock (the “Series B A Junior Participating Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 .001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 300,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B A Junior Participating Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows:

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable. Each Unit of Preferred Stock will have a minimum preferential quarterly dividend of $0.01 0.25 per Unit or any higher per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $1.00 0.25 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. The economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of Company Common Stock. The undersigned officers of ALJ Regional HoldingsSaba Software, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY: That, pursuant to the authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the “Certificate of Incorporation”), the said Board of Directors, at a duly called meeting held on May 11June 2, 2009, at which a quorum was present and acted throughout, unanimously adopted the following resolution, which resolution remains in full force and effect on the date hereof, creating a series of Preferred Stock having a par value of $0.01 0.001 per share, designated as Series B A Preferred Stock (the “Series B A Preferred Stock”), out of the Corporation’s authorized shares of preferred stock of the par value of $0.01 0.001 per share (the “Preferred Stock”): RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for 550,000 500,000 shares of its authorized Preferred Stock to be designated and issued as the “Series B A Preferred Stock,” having the relative rights, preferences and limitations that are set forth as follows: