POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, OTHER
THAN THOSE SPECIFICALLY SET FORTH IN THIS RESOLUTION AND IN THE CERTIFICATE OF
INCORPORATION.
9.
HEADINGS OF SUBDIVISIONS.
THE HEADINGS OF THE VARIOUS
SUBDIVISIONS HEREOF ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT
THE INTERPRETATION OF ANY OF THE PROVISIONS HEREOF.
10.
REISSUANCE OF PREFERRED STOCK.
SHARES OF SERIES D PREFERRED STOCK
THAT HAVE BEEN ISSUED AND REACQUIRED IN ANY MANNER, INCLUDING SHARES PURCHASED
OR EXCHANGED OR CONVERTED, SHALL (UPON COMPLIANCE WITH ANY APPLICABLE PROVISIONS
OF THE LAWS OF DELAWARE) HAVE THE STATUS OF AUTHORIZED BUT UNISSUED SHARES OF
PREFERRED STOCK OF THE CORPORATION UNDESIGNATED AS TO SERIES AND MAY BE
DESIGNATED OR REDESIGNATED AND ISSUED OR REISSUED, AS THE CASE MAY BE, AS PART
OF ANY SERIES OF PREFERRED STOCK OF THE CORPORATION, PROVIDED THAT ANY ISSUANCE
OF SUCH SHARES AS PREFERRED STOCK MUST BE IN COMPLIANCE WITH THE TERMS HEREOF.
11.
MUTILATED OR MISSING PREFERRED STOCK CERTIFICATES.
IF ANY OF THE
SERIES D PREFERRED STOCK CERTIFICATES SHALL BE MUTILATED, LOST, STOLEN OR
DESTROYED, THE CORPORATION SHALL ISSUE, IN EXCHANGE AND IN SUBSTITUTION FOR AND
UPON CANCELLATION OF THE MUTILATED SERIES D PREFERRED STOCK CERTIFICATE, OR IN
LIEU OF AND SUBSTITUTION FOR THE SERIES D PREFERRED STOCK CERTIFICATE LOST,
STOLEN OR DESTROYED, A NEW SERIES D PREFERRED STOCK CERTIFICATE OF LIKE TENOR
AND REPRESENTING AN EQUIVALENT AMOUNT OF SHARES OF SERIES D PREFERRED STOCK, BUT
ONLY UPON RECEIPT OF EVIDENCE OF SUCH LOSS, THEFT OR DESTRUCTION OF SUCH SERIES
D PREFERRED STOCK CERTIFICATE AND INDEMNITY, IF REQUESTED, REASONABLY
SATISFACTORY TO THE CORPORATION AND THE TRANSFER AGENT (IF OTHER THAN THE
CORPORATION), OR, IN THE CASE OF MUTILATION, UPON SURRENDER AND CANCELLATION OF
SUCH MUTILATED CERTIFICATE.
[SIGNATURE PAGE FOLLOWS]
18
IN WITNESS WHEREOF, Electric City Corp. has caused these presents to be signed
in its name and on its behalf by its Chief Financial Officer on June, 26, 2003.
ELECTRIC CITY CORP.
By
/s/ Jeffrey Mistarz
Name: Jeffrey Mistarz
Title:
Chief Financial Officer
[Signature Page To Certificate Of Designations]