Creative Media & Community Trust Corporation — Regulatory Filings 2017

Nov 19, 2017

ARTICLES OF~AMENDMENT AND RESTATEMENT

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PMC COMMERCIAL MERGER SUB, CNC.

FIRST; PIvIC Commercial Merger Sub, Inc,, a Maryland corporation (the "Corporation"), desires to amend and restate its charter as currently in effect and as hereinafter amended,

SECOND: The fallowing provisions are all tha provisions of the charter currently iri effect and as hereinafter amended.

ARTICLE T`

INCORPORATOR

The undersigned, Eric Rubenfeld whose address is 17950 Preston Road, Suite 6Q0, Dallas,TX 75252, being at least 1 S years of age, acting as incorporatox, does hereby form a corporationunder the general laws of the State of Maryland,

ARTICLE' TI

NAME

The name of the corporation (hereinafter, the "Corporation") is PMC Commercial Merger Sub, Inc.

ARTICLE III

PYTRPOS~

The purposes for which the Corporation is formed are to engage in any ]awful act or activity(including, without limitation nr obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code")) farwhich corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of the charter of the Corporation (the "Charter"), "12EIT" means a real estate investment trust under Sectzans'\$Sb tl~rough..860 of the Code.

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ARTICLE IV

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PRTNCYPAL OI~'FICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawycrs Incorporating Service~Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The name and address of the xesiderit agent of the Corporation in the State of Maryland are CSC-I,awyei•s Incorporating Service Company, 7 St, Paul Street, Suite 1660, Baltimore, Maryland 212Q2, The resident agent is a Maryland corporation.

ARTICLE V

PROVYSIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWCRS OF THE CORpORA,TION AND OT' THE STOCKHOLDERS AND DIRECTORS

Section 5. ]Number of Directors, The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall initially be seven, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the `B laws"), but shall never be less than the minimum number required by the Maryland General Corporation Law (the "MGCL"), The names of the directors who shall serve until the next annual meeting of stockholders and their successors are duly elected and qualify are;

Richard S, Ressler Avraham Shemesh Shaul Kuba Kelly Eppich Douglas Bech Robert Cresci Frank Golay

Section 5.2 Vacancies, Subject to the rights of holders of any class or series of stock to elect one or more directors voting separately as a class, the Board of Directors may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Aoard of Directors by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director sa elected by the Board of Directors to fill a vacancy shall sexve for the remainder of the full term of the directorship in which such vacancy occurred and such director's successor is duly elected and qualifies, The Corporation elects, at such time as it becomes eligible under Section 3-802 of the MGCL, to

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make the election pravidcd for under Section 3-804(c) of the MGCL that, except as may be pxovided by the Board of Directors in setting the terms of any class or series of stock hereafter classified ar reclassified, any and all vacancies on the Board of Directors may be filled only by the affiritnafive vote of a majority of the remaining directors in office,, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term'of the directorship in which such vacancy occurred and such director'ssuccessor is duly elected and qualifies, No decrease in the number of directors constituting the Board of Dixectars shall affect the tenure of office of any director.

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Section 5.3 Removal of Directors, Subject to the rights of holders of any class ar series of stock to elect or remove one or more directax, any director, or the entire Board of Directors, may be removed from office at any time with or without cause by the stockholders by the afftrmative vote of at least two-thirds of all the votes entitled to be cast generally in the election of directors.

Section 5.4 Extraordinary Action's; Except as specifically provided in Section 5,3 (relating to removal of directors) and in Article VIII (relating to certain amendments of the Charter, including amendments to Article VTT (relating to restrictions on transfer and ownership of shares) and Section 5.7 (relating to indemnification) hereo fl, notwithstanding any provision of law requiring; any action to be taken, approved or authorized by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken, approved or authorized by.the af~izmativ~ vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section S.5 Authorization b~Board of Stock Issuance, The Board of Directors may authorize the issuance from time to time Qf shares of stock of the Carpaxation of any class ox series, whether now or hereafter authorized, or securities ar rights convertible into shares of its sCock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set Earth in the Charter or the Bylaws,

Section 5.6 Preemptive Rights and Appraisal Rights, Except as maybe provided by the Board of Directors in setting the terms of any class or series of stock hereafter classified or reclassified pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security or right of the Corporation that it may issue or sell, Holders of shares of stock shal'1 not he entitled to exercise any rights of an objecting stocichalder pxovided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors attd upon such terms and conditions as specified by the Board of Directors, shall determine that such rights apply, with respect to all or any shares of all or any classes or series of stock, to one or mare transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

Section 5,7 Indemnification, To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without xequixing a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance oi'final disposition of a proceeding to (a) any individual who is a present or former director ar officer of the Corporation and who is made ar threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b)'any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan ar other enterprise and who is made or threatened to be made a party ta, or witness in, the proceeding by reason of his or hex service in that capacity, The rights to indemnification and ad~vance~of expenses provided by the Charter and Bylaws shall vest immediately upon election of a director or ofi'ioer, The Corporation may indemnify any other persons permitted but not required to be indemnified by Maryland law, as applicable from time to time, if and_to the extent indemnification is authorized and determined io be appropriate, rn each case in accordance with applicable law, by the Board of Directors, The indemnification and payment or reimbursement of expenses provided in this Charter shall not be deemed exclusive of ar limit in any way other rights to which any parson seeking indemnification or payment or reimbursement of expanses znay be or may become entitled under any bylaw, resolution, insm~ance, agreement or otherwise.

Na amendment of the Charter or repeal of any of its provisions shall limit ox eliminate any of the benefits provided to directors and officers under this Section 5.7 in respect of any act or omission that occurred pxior to such amendment or repeal.

Section 5.8 Determinations by Board, The determination as to any of the following matters, made.by or pursuant to the direction of the Board of Dixectors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock, the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock ar the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net pram, net assets in excess of capital, undivided profits, or excess of profits over lasses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whethex or not any obligation or liability for which such reserves or charges .shall have been created shall have been paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of ffie Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any shares of any class ar series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or se~•ies of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stack of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited ox general) ar other organization;'or any other matter relating to the business and affairs of the

Corporation or required ox permitted by applicable law, the Charter or Bylaws or otherwise to bedetermined by the Board of llirectors.

Section S,9 REIT Qualification, If the Corporation elects to qualify far federal income tax treatiment as a REIT, the Board of Directors shall take such actions as it determines necessary or appropriate to preserve the status of the Corporation as a RETT; however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a RETT, the Board of Directors may revoke or otherwise terminate the Corporation's REIT election pursuant to Section 856(8) of the Code. The Board of ]directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VTT is no 1'onger required for REIT qualification,

Section 5,10 Management Agreements, The Board of Directors may engage a Manager or Managers to advise the Board of Directors and be responsible for directing the day-to-day affairs of the Corporation pursuant to a written agreement (a "1Vlanagement Agreement"). The approval of any Management Agreement and the renewal ox termination thereof shall require the affirmative vote of a ma~arity of the Boa~~d of Directors,

ARTICLE VI

STOCK

Sectiaz~ 6.1 Authorized Shares, The Cai~poration has aixthority to issue One Billion (1,000,000,000) shares of stock, \$0.001 par value per share, consisting of Ninc Hundred Million(900,000,000) shares of Common Stock, \$0,001 par value per share (the "Common Stock"), andOne Hundred Million (100,000,00Q) shares of Preferred Stocic, \$0,001 pax value per share (the "Freferred Stac~C"). The aggregate par value of all authorized shares of stack having par value isOne Million Dollars (\$1,000,OOQ,00). If shares of one class of stook era classified or reclassifiedinto shares of another class of stock pursuant to this Article VI, the number of authorized shares of the former class shall ba automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph, The Board of Directors, with the approval of a majority of the entire Board of Directors, and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock of the Corporation .or the number of shares of stock of any class or series that the Corporation has authority to issue,

Section 6,2 Common Stocic, Subject to the provisions of Article VII and except.as may otherwise be specified in the Charter, each share of Common Stacic shall ~ntitte the holder thereof to one vote The Board of Directors may reclassify any unissued shares of Common Stock frazn time to time into one or more classes or series of stock.

Section 6.3 Preferred Stocic, The Board of Directors may classify any unissued shares of Ereferred Stocic and reclassify any previously classified but unissued shares of Preferred Stock ofany class or series thereof from time to time, into one ox more classes or series of stock,

Section 6.4 Classified ar Reclassified~Shares. Prior to issuance of classified or reclassified shares of stack of any class or series, the Board of Directors by resolution shall: (a} designate that class or series to distinguish it from all other classes and series of stock ofthe Corporation; (b) specify the number of shares to be included in the class or series; (c) set ar change, subject to the provisions of Articla VTI and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powexs (including the ability to grant exclusive voting rights on a Charter amendment that would alter the contract rights, as expressly set forth in the Charter, only of the specified class or series of stock), restrictions, including without limitation, restrictions as to transferability, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles'supplementary with the State Department of Assessments and Taxatian'of Maryland. Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon Che terms of such class ar series of stock is clearly and expressly set forth in the articles supplementary or other charter document.

Section 6.5 Charter and Bylaws. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws, The Board of Directors shall have the exclusive power to adopt, amend, alter or repeal any provision of the Bylaws and to make new Bylaws, The stockholders of the Corporation shall not have the power to male, adopt, amend, alter or repeal any provision of the Bylaws,

Section 6,6 Written Consent of Stockholders, Any action required or permitted to be taken at any meeting of the holders of Common Stacic entitled to vote generally in the election of directors may be taken without a meeting by consent, in writing or by electronic transmission, in any manner and by any vote permitted by the MGCL and set forth in the Bylaws.

ARTICLE VII .

RESTItICTTON ON TRANSFER ANll OWNERSHIP OF SHARES

Section 7.1 Definitions. For the purpose of these Articles of Incorporation, the following terms shall have the following meanings;

A~~rc~ate Stock Ownership Limit. The term "A~gregate St~ek Ownership Limit" shill mean nine and eight-tenths percent (9,8%) in value or in the number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Capital Stock, excluding any outstanding shares of Capital Stocic not treated as outstanding for federal income tax purposes. The value and number of the outstanding shares of Capital Stocic shall be determined by the Board of Directors, which determination shall be conclusive far all purposes hereof,

Beneficial Ownership. The teen `Beneficial Ownership" shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stocic is held directly or indirectly (including by a nominee}, and shall include interests that would be treated as owned through,the application pf Section 544 of the Code, as modified by Section 8S6(h)(1)(\$) and

Section 856(hj(3) of the Code. The terms Beneficial Owner,"Beneficially Owns" and ,"Beneficially Owned" shall have the correlative meanings,

Business Dav, The term "Business Dav" shall mean any day; other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close,

Capital Stock, The term "Capital Stock" shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stocic and Preferred Stock,

Charitable Beneficiary. The term "Charitable Beneficiary" shall mean one or moxe beneficiaries of the Charitable Tr~ist as determined pursuant to Section 7.3,6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible fox deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code. .

Charitable Trust. The term "Charitable Trust" shall mean any Charitable Trust provided for in Section 7.3,1,

Common Stock Ownership Limit. The term "Coznanon Stocic Ownership Limit" shall meannine and eight-tenths percent (9.8%) in value ar in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Common Stoc[c of the Corporation excluding any outstanding shares of Common Stoclt not treated as outstanding for federal income tax purposes. The number and valixe of the outstanding shares of Common Stock of the Corporation shall be determined by the Board of Directors, which determination shall be conclusive for all purposes hereof,

Constructive Ownership. The term "Constructive Ownership" shall mean ownership of Capital'Stack by a Person, whether the interest in the shaxes of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Sectipn 8S6(d)(5) of the Code. The terms "Canstrucfive Owner," "ConstructivelxOwns" and "Constructively Owned" shall have the correlative meanings.

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Excepted Holder, 1"he term `Excepted Holder" shall mean a stockholder of the Corporation fox whom an Excepted C-folder Limit is created by the Charter or by the Board of Dircators pursuant to Section 7,2,6,

Excepted Holder Limit. The term "Excepted Holder Limit" shall mean, provided that the affected excepted T-Iolder agrees to comply with the requirements established by the Charter orthe Board of Directors pursuant to Section 7,2.b and subject to adjustment pursuant to Section 7.2.7, the'percentage limit established far an Excepted Holder by the Charter or the Board of Directors pursuant to Section 7,2.6.

Initial Date, The tet~rn "initial Date" shall mean the affective date of the merger of PMC Commercial Trust, a Texas real estate investment trust company with and into the Corporation oxsuch other date as determined by the hoard of Directors in its sole discretion.

Mana~ex .The term "Manager" means a Person engaged by the Corporation pursuant to a Management Agreement (as that term is defined in Section 5,10) to advise the Board of Directors and be responsible for.directing day-ta-day business affairs of the Corporation, including any Person to which the Person so engaged "subcontracts substantially all such functions,

Market Price, The term "Market Price" an any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stocl< on such date, The "Clasin~ Price" on any date shall mean the last reported sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, far such Capital Stocic, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which such Capital Stack is listed or admitted to trading ar, if such Capital Slocic is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and iow asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such organization, the average of fihe closing bid and asked prices as furnished by a professional market matter malting a market in such Capital Stock selceted by the Baaxd of Directors or, in the event that no trading price is available far such Capital Stocic, the fair market value at'the Capital Stoak, as determined by the Board of Directors.

Person. The farm "Person" shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 441(a} or SQ1(c)(17) of the Code), a portion of a trust permanently set aside far or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation wiihin the meaning of Section 509(a) of the Code, joint stock company ar other entity and also includes a " rou " as that term is used far purposes of Section 13(4)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies,

Prohibited Owner. The term "Prohibited owner" shall mean, with respect to any purported Transfer, any Person who, but far the provisions of Sactian 7,2,1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Sectron 7,2.1(a), If appropriate in the context, "Prohibited Owner" shall also mean any Person who would have been the record pwner of the shares of Capital Stock that the Prohibited Owner would have so owned,

Restriction Termination Date, The term "Restriction Termination Date" shall mean the first day after the Initial Date on which the Board of.Directors determines pursuant to Section S.9 of the Charter that it is no longex in the best interests of the Corporation to attempt Co, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial ' Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a RETT.

Transfer, The term "Transfer" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stacic ar the right to vote or receive dividends on Capital

Stock, including (a) the granting ar exercise of any option (or any disposition of any aptian), (b) any disposition of any securities or rights convertible into ar exchangeable for Capital Stock or any interest in Capital Stock or ariy exercise of any such conversion ox exchange right and (c) Transfers of interests in other entities that result in changes in \$eneficial Ownership or Constructive Ownership of Capital Stock; in each ease, whether voluntary or involuntary, whether awned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise, The terms "Transferring" and "Transferred" shall have the correlative meanings.

Trustee .The term "Trustee" shall mean the Person unaffiliated with the Corporation and a Prohibited Owner, that is appointed by the Corporation to serve as trustee of the Charitable Trust,

Section 7,2 Capital Stocic,

Section 7,2,1 Owners Limitations. During the period commencing nn the Initial llate and prior to the Restriction Termination llate .but subject to Section 7,4;

(a) Basic Restrictions,

(i) (1) No Person, other than an Excepted T-ioldar, shall Beneficially awn or ~ Constructively Own'shares of Capital Stocic in excess of the Aggregate Stock Ownership Limit, ~ (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares o~ Common Stock in excess of the Common Stock Ownership Limit and (3) no Excepted Holdershall Benet'icially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder,

(ii) Except as provided in Section 7.2,F> hereof, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownexship of Capital Stocic ~vvould result in the Corporation being "closely held" within the meaning of Section 8S6(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year),

(iii) No person shall Transfer shares of Capital Stock to'the extent that such Transfer would result in the Capital Stacic being beneficially owned by fewer than one hundred (l OQ) Persons (determined under the principles of Section 856(a)(5) of the Code).

(iv) Except as provided in Section 7,2,6 hereof, na Person shall Beneficially Own ox Constructively Own shares of Capital Stocic to the extent that such Beneficial Ownership or Constructive Ownership would cause the Corporation to Constructively Uwn ten percent (10%) or more of the ownership interests in a tenant of the Corporation's real, property within the meaning of Section 856(d)(2)(B) of the Code.

(v) No Person shall F3eneficially Own ox Constructively Own shares of Capital Stoclt to the extent that such Beneficial Ownership ar Constructive Ownership would otherwise cause the Corporation to fail to qualify as a RETT.

(b) Transfer in Trust. If any Transfer of shares of Capital Stock (ar any other event) occurs which; if effective, would result in any Person Beneficially Owning ar Constructively Owning shares of Capital Stock in violation of Section 7.2,1(a)(i), (ii), (iii), (iv) or (v),

(i) then that number of shares of the Capital Stock the Benei'icial Ownership or Constructive Ownership of which otherwise would cause such Person to violate SecCian 7,2,1(a)(i), (ii), (iii), (iv) or (v) (rounded up to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benef t of a Charitable Beneficiary, as. described in Section, 7,3, effective as of.the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares of Capital Stook; or

(ii) if the transfer to the Charitable Trust described in clause (i) of this sentence would not be effective fox any reason to prevent the violation of Section 7,2,1(a)(i), (ii), (iii), (iv) ar (v), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i), {ii), (iii), (iv) or (v) shall be void ab initio, and the intended transferee shall acquire no rights. in such shares of Capital Stock.

Section 7,2,2 Rarriedies for Breach, If the Board of Directors or and duly authorized committee thereof or other designees if permitted by the MGCL shall at any time deCcrmznc in good faith that a Transfer or other event has taken place that results in a violation of Section 7.2,1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable to refuse to give effect to or to prevent.such Transfer or other event, including, wifihout limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books of the Corporation ar instituting proceedings to enjoin such Transfer ar other event; provided, however, that any Transfers ar attempted Transfers or other events in violation of Section 7,2, l shall automatically result in the transfer to the Charitable Trust described above, or, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (ar non-action) by the Board of Directors or a committee thereof.

Section 7,2,3 Notice of Restricted Transfer. Any Person who acquires or attempts ar intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will ar may violate Section 7.2,1(a) or any Person who would have Beneficially Owned or Constructively Owned shares of Capital Stock that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 7,2,1(b) shall immediately give written notice to the Corporation of such event, or in the case of such a proposed oz attempted transaction, give at least fifteen (I S) days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer oi~ the Corporation's status as a REIT,

Section 7.2.4 Owners Required To Provide Tnfarmation, From the Initial Date and until the Restriction Termination Date;

(a) Every owner of five percent or more (S%) (or such lower percentage as required by the Gode or the Treasury Regulations promulgated thereunder) in value of the outstanding shares of Capital Stoak, within thirty (30) days after the end of eaoh taxable year, sha11 give written notice to the Corporation stating the name and address of such owner, the number of shares of each class or series of Capital Stock beneficially Owned and a description of the manner in which such shares are held, Each such owner shall provide promptly to the Corporation such additional information as.tha Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT and'to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and .

(b) each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner br Constructive Owner shall provide promptly to the Corporation such information as the Corporation may request in order to determine the Corporation's status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Aggregate Stack Ownership Limit and the Common Stock Ownership Limit,

Section 7.2,5 Remedies Not Limited, Subject to Section 59 of the Charter, nothing contained in this Section 7,2 sha11 limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Co.rporarion in preserving the Corporation's status as a REIT,

Section 7.2,6 Exceptions.

(a) The Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Aggregate Stack Ownership Limit, the Common Stock Ownership Limit ar the restrictions under 7.2.1(a)(iv)', as the case may be, and may establish or increase an excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings the Board of Directors may deem appropriate in order to conclude that granting the exemption and/or establishing or increasing the Excepted Holder Limit, as the case maybe, will not cause the Corporation to lose its status as a RETT,

' (b) Prior to granting any exception pursuant to Section 7.2,6(a), the Board of Directors may require a ruling from ttie Internal Revenue Service, or an opinion of counsel, in either 'casein form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order. to determine or ensure the Corporation's status as'a R.EIT, Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose sucks conditions or restrictions as it deems appropriate in connection with granting such exception..

(c).Subject to Section 7.2,1(a)(ii), (iv) and (v), an underwriter, placement agent or initial purchaser that participates in a public offering, a private placement or private resale of

Capital Stack (or securities convertible into or exchangeable for Capital Stocic) may Beneficially Own or Constructively awn shares of Capital Stock (ox securities convertible into or exchangeable for Capital Stacic).iri excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering, private placement ar resale of such CapiCal Stock, and provided that the restrictions contained in Section 7.2.1(a) will not be violated fallowing the distribution by such underwriter, placement agent or initial purchaser of such shares of Capital Stock,

Section 7,2',7 Change in Aggre a~ t~ Stock Ownership and Common Stock Ownership Limits. The Board of Directors may from time to time increase ar decrease the Common Stack Ownership ~,imit and the Aggregate Stock Owr~~rship Limit; provided, however, that a decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit will not be effective for any Person whose Beneficial Ownership or Constructive Ownership of Capital Stock is in excess of such decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit until such time as such Person's Beneficial Ownership ar Constructive Ownership of Capital Stock equals or falls below the decreased Camman Stock Ownership Limit and/or , Aggregate Stock Ownership Limit, but until such time as such Person's Beneficial Ownership or Constructive Ownership of Capital Stack fftlls below such decreased Common Stocic Ownership Limit and/or Aggregate Stock Ownership Limit any further acquisition or increase in Beneficial Ownership or Constructivc~Ownership of Capital Stocic will ba in violation of the Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit and, provided further, that the new Common Stock Ownership Limit and/or Aggregate Stocic Ownership Limit would not allow eve or fewer Persons (taking into account all Excepted Holders) to Beneficially Own more than 49,9% in value of the outstanding Capital Stock,

5ectian 7;2.8 T.egend, Each certificate for shares of Capital Stocic shall bear a legend summarizing the provisions of Yhis Article VTT. Instead of such legend, the certif Cate may state that the Corporation will furnish a fizll statement about certain restrictions on transferability to a stockholder on request and. without charge.

Section 7.3 Transfer of Capital Stoelc in Trust.

Section 7,3.1 Ownership in Trust. Upon any purported Transfer ar other event described in Saction 7.2.1(b) that would result in a transfer of shares of Capital Stocic to a Charitable Trust, such shares of Capital Stocic sha11 be deemed to have been transferz~ed to the Trustee as trustee for the exclusive benefit of one or mare Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the \$usiness Day prior to the purported Transfer or other event that resulCs in the transfer to the Charitable Trust pursuant to Section 7,2,1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation-and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6,

Section 7,3,2 Status of Shares Held by the Trustee. Shares of Capital Stocl< held by the Trustee shall continue to be issued and outstanding shares of Capital Stocic of the Corporation. The Prohibited Owner shall have no rights in the Capital Stacic held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by

th0 Trustee, shall Have no xighls to dividends or other distributions and sha11 not possess any rights to vote or other rights attributable to the shares held in the Charitable Trust.

Section 7,3.3 Dividend and Voting Rights, The Trustee shall have all voting rights and rights to dididends ar other distributions with respect to shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary, Any dividend ar other distribution paid to a Arohibited Owner prior to the discovery by the Corporation thaf the shares of Capital Stoclt have been transferred to the Trustee shall be paid with respect to such shams of Capital Stocic by the Prohibited Owner to the Trustee upon demand and any dividend or ofiher distribution authorized but unpaid shall be paid when due to the Trustee. Any dividends or other distributions so paid over to the Trustee shall be held in trust fox the Charitable Beneficiary. The Prohibited Ownex sha11 have no voting rights with respect to shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stacic have been transferred to the Trustee, the Trustee shall have the authority {at the Trustee's sole discretion} (i) to rescind as vaid'any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stack have been transferred to the Trustee and (ii) to recast suoh vote in accordance with tl~e desires ofi'the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has alz•eady taken irreversible corporate action, then the TrusCee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that shares of Capital Stock have been transferred into a Charitable Trust, the Corporation sha11 be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

Section 7:3,4 Sale~of Shares by Tzustee. Within twenty (2U) days of receiving notice from the Corporation that shares of Capital Stocic have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the shaxes held in the Charitable `Trust to a person, designated by the Trustee, whose~ownership of the shares will not violate the ownership ' limitatiotts set forth in Section Z,2,1(a). Upon such sale, the interest of the Charitable ~3eneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited.Owner for the shares or, if the Prohibited Uwner did not give value far the shares in connection with the event causing the shares to be held in the Charitable Trust (e, g,, in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale ar other disposition of the shares held in the Charitable Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions paid to the Prohibited Owner and owed by khe Prohibited Owner to the Trustee pursuant to Section 7.3,3 of this Article VTI, Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid Co the Charitable Beneficiary, 7f, prior to the discovery by the Corporation that shares of Capita] Stock have been transferxed to the Trustee, such shares are sold by a Prohibited Owner, then (i} such shares shall be deemed to have been sold on behalf of the Charitable 'T'rust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such

Prohibited Owner was entitled to receive pursuant to this Section 73.4, such excess shall be paidto the Trustee upon demand.

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Section 7,3,5 Purchase Right in Stock Transferred to the Trustee, Shares of Capital Stock transferred Co the Trustee shall be deemed to have been offered for sale to the Corporation,or its designee, at a price per share equal tQ the lesser oP (i) the price per share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the MarketPrice at the time of such devise or gift) and (ii) the Market Price an the date the Corporation, or iCs designee, accepts such offer, The Corporation may reduce the annount payable to the Prohibited Owner by the amount of dividends and distributions paid to .the Prohibited Owner and owed by the T'rohibitad Owner to the Trustee pursuant to Section 7,3,3 of this Article VIT, The Corporation may pay the amount of such reduction to the Trustee for t7ie benefit of the Charitable Beneficiary, The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Charitable Trust pursuant to Section 7,3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prolizbited Owner and any dividends ar other distributions ha]d by the 7`rustee shall be paid.to the Charitable Beneficiary,

Section 7.3,b Designation of Charitable Beneficiaries, By written notice to the 'Trustee, the Corporation shall designate one or moxe nonprofit organizations to be.the Charitable Beneficiary of the interest in the Charitable Trust such that (i) the shares of Capital Stock held in the Charitable Trust would not violate the restrictions set forth in Section 7.2,1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 5Q 1(c)(3) of the Cnde and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 7.4 Stock Market Transactions. Nothing in this /~.rticle VTT shall preclude the settlemenfi of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other pxavision of this Article VII and any transferee in such a transaction shall ba subject to all of the provisions and limitations set faith in this Article VTT.

Section 7.5 Enforcement, The Corporation is authorized specifically to seek equitable relief,including injunctive relief, to enforce the provisions of this Article VII,

Section 7,6Non-Waiver, No delay oz failure on the part of the Corporation or the Board ofDirectors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 7,7 Interpretation. In the case of an ambiguity in the application of any of the provisions of this Article VII, including any definition contained in Section 7.1 of this Article VII, the Board of Directors shall have the power to determine the application of the provisions of

this Article VTT and any applicable previsions of the Code with respect to any situation based an the facts lcnawn to it.

ARTICLE VIII

AM~:NDMENTS

The Corporation reserves the right from time to time to make any amendment to its Chartar, now or hereafter authorized bylaw, including any amendment (by merger, consolidation or otherwise) altering the terms ox contract rights as expressly set Forth in the Charter of any shares of outstanding stock, All rights and powers conferred by the Charter an stockholders, directors and officexs are granted subject to this reservation, Except for amendments to Section 5.3, Section 5,7, Article VTI ar the next sentence of the Charter and except for those amendments permitted to be made without stpcicholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the stockholders by the affirmative vote of at least a majority of all khe votes entitled to be cast on the matter, However, any amendment to Section 5,3,. Section 5.7, Article VII ar to this sentence bPihe Charter shall be valid only if declared advisable by the Board of Directors and approved by the stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast an the matter.

ARTTCLIE IX

LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation ar its stockholders far money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the ~recedi~g sentence with respect to any act or failure to act that occurred prior to such amendment, repeal ar adoption.

THIRD; The amendment to and restatement of the charter as hereinabove set

forth have been duly advised by the Board of Directors and approved by the stocichalders of the

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Corporation as required bylaw.

FOURTI~: The current address of the principal office of the Corporation is as set

forth in Article TV of the foregoing amendment and restatement of the charter.

FIFTH: The name and address af.the Corporation's current resident agent are as set forth in Article 1V of the foregoing amendment and restatement of the charter,

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SIXTH; The number of directors of the Corporation and the names of those currently in office are as set forth in Article V of the foregoing amendment and restatement of the' charter.

SEVENTH: The total number of -shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 1,000,OU0,000 shares, \$0.001 pax value per share, al[ of one class. The aggregate par value of ali shares of stock having pax value was \$1,000,000.00.

EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 1,000,OQ0,000, consisting of 900,000,000 shares of Common Stock, \$0,001 par value per share, and 1QO,QOQ,000 shares of Preferred Stack, \$0,001 par value per share, The aggregate par value of all authorized shares of stock having par value is \$1,000,000,00.

NINTH; The undersigned President acknowledges these Articles of Amendment and Restatement to'be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury,

IN WITIJESS WT~EREOF, the Corporation has causedthese Articles of Amendment and Restatement to be signed in its name and on its beI~alf by its President and attested to. by its Treasurer on this 28t1i day of April, 201 .

-_-- i ~' ~---.,.._.,. ~ By; ~-- ~~~~~~~~~~~ (SEAL)

~ Title: Treasurer Title: President

ATTEST; PMC COMMERCIAL MERGER SUB, 1NC,

Name; David Thompson Name: Eric Rubenfeld

CUST ID;000307ggg7 WORK ORDER:0004295447 ~._.DATE:04-28-2014 10; 2g qM AMT, PAID: \$188.00

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