OTHERWISE CONSTITUTE A "DEEMED LIQUIDATION EVENT" SHALL NOT
CONSTITUTE A DEEMED LIQUIDATION EVENT FOR PURPOSES OF ARTICLE 3 (THE DATE THAT
IS 10 DAYS FOLLOWING THE CLOSING OF SUCH EVENT THAT WOULD OTHERWISE CONSTITUTE A
DEEMED LIQUIDATION EVENT, ABSENT SUCH ELECTION, IS REFERRED TO HEREIN AS THE
"MANDATORY CONVERSION DATE"), (I) ALL OUTSTANDING SHARES OF SERIES C PREFERRED
STOCK SHALL AUTOMATICALLY BE CONVERTED INTO SHARES OF COMMON STOCK, AT THE THEN
EFFECTIVE CONVERSION RATE, AND (II) SUCH SHARES MAY NOT BE REISSUED BY THE
CORPORATION.
15
6.2
ALL HOLDERS OF RECORD OF SHARES OF SERIES C PREFERRED STOCK SHALL BE
SENT WRITTEN NOTICE OF THE MANDATORY CONVERSION DATE AND THE PLACE DESIGNATED
FOR MANDATORY CONVERSION OF ALL SUCH SHARES OF SERIES C PREFERRED STOCK PURSUANT
TO THIS SECTION 6.
SUCH NOTICE NEED NOT BE SENT IN ADVANCE OF THE OCCURRENCE OF
THE MANDATORY CONVERSION DATE.
UPON RECEIPT OF SUCH NOTICE, EACH HOLDER OF
SHARES OF SERIES C PREFERRED STOCK SHALL SURRENDER HIS, HER OR ITS CERTIFICATE
OR CERTIFICATES FOR ALL SUCH SHARES (OR, IF SUCH HOLDER ALLEGES THAT SUCH
CERTIFICATE HAS BEEN LOST, STOLEN OR DESTROYED, A LOST CERTIFICATE AFFIDAVIT AND
AGREEMENT REASONABLY ACCEPTABLE TO THE CORPORATION TO INDEMNIFY THE CORPORATION
AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THE CORPORATION ON ACCOUNT OF THE
ALLEGED LOSS, THEFT OR DESTRUCTION OF SUCH CERTIFICATE) TO THE CORPORATION AT
THE PLACE DESIGNATED IN SUCH NOTICE.
IF SO REQUIRED BY THE CORPORATION,
CERTIFICATES SURRENDERED FOR CONVERSION SHALL BE ENDORSED OR ACCOMPANIED BY
WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER, IN FORM SATISFACTORY TO THE
CORPORATION, DULY EXECUTED BY THE REGISTERED HOLDER OR BY HIS, HER OR ITS
ATTORNEY DULY AUTHORIZED IN WRITING.
ALL RIGHTS WITH RESPECT TO THE SERIES C
PREFERRED STOCK CONVERTED PURSUANT TO SUBSECTION 6.1, INCLUDING THE RIGHTS, IF
ANY, TO RECEIVE NOTICES AND VOTE (OTHER THAN AS A HOLDER OF COMMON STOCK), WILL
TERMINATE ON THE MANDATORY CONVERSION DATE (NOTWITHSTANDING THE FAILURE OF THE
HOLDER OR HOLDERS THEREOF TO SURRENDER THE CERTIFICATES AT OR PRIOR TO SUCH
TIME), EXCEPT ONLY THE RIGHTS OF THE HOLDERS THEREOF, UPON SURRENDER OF THEIR
CERTIFICATE OR CERTIFICATES (OR LOST CERTIFICATE AFFIDAVIT AND AGREEMENT)
THEREFOR, TO RECEIVE THE ITEMS PROVIDED FOR IN THE NEXT SENTENCE OF THIS
SUBSECTION 6.2.
AS SOON AS PRACTICABLE AFTER THE MANDATORY CONVERSION DATE AND
THE SURRENDER OF THE CERTIFICATE OR CERTIFICATES (OR LOST CERTIFICATE AFFIDAVIT
AND AGREEMENT) FOR SERIES C PREFERRED STOCK, THE CORPORATION SHALL ISSUE AND
DELIVER TO SUCH HOLDER, OR TO HIS, HER OR ITS NOMINEES, A CERTIFICATE OR
CERTIFICATES FOR THE NUMBER OF FULL SHARES OF COMMON STOCK ISSUABLE ON SUCH
CONVERSION IN ACCORDANCE WITH THE PROVISIONS HEREOF, TOGETHER WITH CASH AS
PROVIDED IN SUBSECTION 5.2 IN LIEU OF ANY FRACTION OF A SHARE OF COMMON STOCK
OTHERWISE ISSUABLE UPON SUCH CONVERSION AND THE PAYMENT OF ANY DECLARED BUT
UNPAID DIVIDENDS ON THE SHARES OF SERIES C PREFERRED STOCK CONVERTED.
SUCH
CONVERTED SERIES C PREFERRED STOCK SHALL BE RETIRED AND CANCELLED AND MAY NOT BE
REISSUED AS