THE ISSUANCE OF SHARES OF PREFERRED STOCK AT ANY TIME
AND FROM TIME TO TIME IN ONE OR MORE SERIES, BY RESOLUTIONS AND BY FILING A
CERTIFICATE OF DESIGNATIONS PURSUANT TO THE APPLICABLE PROVISIONS OF THE DGCL,
TO ESTABLISH FROM TIME TO TIME THE NUMBER OF SHARES TO BE INCLUDED IN EACH SUCH
SERIES, AND TO FIX THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF SHARES OF
EACH SUCH SERIES AND THE QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF.
C.
VOTING RIGHTS.
EXCEPT AS REQUIRED BY THE
DGCL OR AS OTHERWISE PROVIDED HEREIN OR IN ANY CERTIFICATE OF DESIGNATIONS,
VOTING POWER FOR THE ELECTION OF DIRECTORS AND FOR ALL OTHER
1
PURPOSES SHALL BE VESTED EXCLUSIVELY IN THE HOLDERS OF THE COMMON STOCK.
EXCEPT
AS OTHERWISE PROVIDED HEREIN OR IN ANY CERTIFICATE OF DESIGNATIONS, AT EVERY
MEETING OF THE STOCKHOLDERS OF THE CORPORATION EACH HOLDER OF COMMON STOCK SHALL
BE ENTITLED TO ONE VOTE, IN PERSON OR BY PROXY, FOR EACH SHARE OF COMMON STOCK
STANDING IN SUCH HOLDER'S NAME ON THE TRANSFER BOOKS OF THE CORPORATION, ON ALL
MATTERS SUBMITTED TO A VOTE OF STOCKHOLDERS; PROVIDED, HOWEVER, EXCEPT AS
OTHERWISE REQUIRED BY THE DGCL, HOLDERS OF COMMON STOCK SHALL NOT BE ENTITLED TO
VOTE ON ANY AMENDMENT TO THIS CERTIFICATE OF INCORPORATION (INCLUDING ANY
CERTIFICATE OF DESIGNATIONS) THAT RELATES SOLELY TO THE TERMS OF ONE OR MORE
OUTSTANDING SERIES OF PREFERRED STOCK IF THE HOLDERS OF SUCH AFFECTED SERIES ARE
ENTITLED, EITHER SEPARATELY OR TOGETHER AS A CLASS WITH THE HOLDERS OF ONE OR
MORE OTHER SUCH SERIES, TO VOTE THEREON.
D.
DIVIDENDS. SUBJECT TO THE OTHER PROVISIONS
OF THIS CERTIFICATE OF INCORPORATION AND ANY CERTIFICATE OF DESIGNATIONS, THE
HOLDERS OF COMMON STOCK SHALL BE ENTITLED TO RECEIVE DIVIDENDS AND OTHER
DISTRIBUTIONS IN CASH, STOCK OF ANY ENTITY OR PROPERTY OF THE CORPORATION, WHEN
AND AS DECLARED OUT OF ASSETS OR FUNDS OF THE CORPORATION LEGALLY AVAILABLE
THEREFOR, AT SUCH TIMES AND IN SUCH AMOUNTS AS THE BOARD MAY DETERMINE IN ITS
SOLE DISCRETION.
HOLDERS OF SHARES OF COMMON STOCK SHALL BE ENTITLED TO SHARE
EQUALLY, SHARE FOR SHARE, IN SUCH DIVIDENDS.
E.
LIQUIDATION.
IF ANY VOLUNTARY OR
INVOLUNTARY LIQUIDATION, DISSOLUTION OR WINDING UP OF THE CORPORATION OCCURS,
THEN AFTER PAYMENT OR PROVISION FOR PAYMENT OF THE DEBTS AND OTHER LIABILITIES
OF THE CORPORATION, AND SUBJECT TO THE RIGHTS, POWERS AND PREFERENCES OF ANY
OUTSTANDING SERIES OF PREFERRED STOCK, THE REMAINING ASSETS OF THE CORPORATION
AVAILABLE FOR DISTRIBUTION TO STOCKHOLDERS SHALL BE DISTRIBUTED PRO RATA TO THE
HOLDERS OF COMMON STOCK.
NEITHER THE MERGER NOR CONSOLIDATION OF THE
CORPORATION, NOR THE VOLUNTARY SALE, CONVEYANCE, LEASE, LICENSE, EXCHANGE OR
TRANSFER (FOR CASH, SHARES OF STOCK, SECURITIES, OTHER CONSIDERATION OR A
COMBINATION THEREOF) OF ALL OR PART OF ITS ASSETS, SHALL BE DEEMED TO BE A
VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION OR WINDING UP OF THE
CORPORATION WITHIN THE MEANING OF THIS SECTION E OF ARTICLE IV.
F.
NO PREEMPTIVE RIGHTS; NO CUMULATIVE
VOTING.
NO HOLDER OF SHARES OF CAPITAL STOCK OF ANY