Fill and Sign the Bbampampamptmain Street Bank Form S 4

-1- 6.06[3][b] Clauses Relating to Venture Interests Example 1 (Corporate Venture; Fifty-Fifty Deal; Bylaw Provisions Describing Voting Rights):Section 1.01. Voting. Except as otherwise provided by statute or the [Certificate] [Articles] of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation: (a) on the date fixed pursuant to the provisions of Section ____ of Article ____ of these Bylaws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or (b) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after [three] years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of at least [sixty-six and two thirds] percent of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the [Certificate] [Articles] of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Where the holders of a specific class of the Corporation's capital stock are entitled to vote separately as a class and a quorum of such class is present, the vote of the holders of more than [fifty] percent of the voting power of the issued and outstanding stock of that class entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such class. Unless required by statute, a determination of the question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by his proxy, if there be such proxy, and shall state the number of shares voted. Example 2 (Corporate Venture; Charter Provision Describing Special Voting Rights of Preferred Stockholders): Section 1.01. Voting.(a) General. Except as may be otherwise provided in paragraphs (b) and (c) below or by law, the Convertible Preferred Stock shall vote together with all other classes and series of stock of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation. Each share of Convertible Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common -2- Stock (with any fractional share determined on an aggregate conversion basis being rounded to the nearest whole share) into which each share of Convertible Preferred Stock is then convertible.(b) Board Seats for Common Stockholders. The holders of the Common Stock, voting as a separate class, shall be entitled to elect _____ directors of the Corporation. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Common Stock then outstanding shall constitute a quorum of the Common Stock for the election of directors to be elected solely by the holders of the Common Stock. A vacancy in any directorship elected by the holders of the Common Stock shall be filled only by vote or written consent of the holders of the Common Stock. (c) Board Seats for Preferred Stockholders. The holders of the Convertible Preferred Stock, voting as a separate class, shall be entitle to elect _____ directors of the Corporation. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Convertible Preferred Stock then outstanding shall constitute a quorum of the Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Convertible Preferred Stock. A vacancy in any directorship elected by the holders of the Convertible Preferred Stock shall be filled only by vote or written consent of the holders of the Convertible Preferred Stock.