CONVERSION PRICE AT THE
TIME IN EFFECT AND (II) THE TYPE AND AMOUNT, IF ANY, OF OTHER PROPERTY WHICH AT
THE TIME WOULD BE RECEIVED UPON CONVERSION OF SUCH SERIES OF SERIES PREFERRED
STOCK.
(K)
NOTICES OF RECORD DATE.
UPON (I) ANY TAKING BY THE COMPANY OF A
RECORD OF THE HOLDERS OF ANY CLASS OF SECURITIES FOR THE PURPOSE OF DETERMINING
THE HOLDERS THEREOF WHO ARE ENTITLED TO RECEIVE ANY DIVIDEND OR OTHER
DISTRIBUTION, OR (II) ANY ACQUISITION (AS DEFINED IN SECTION 4) OR OTHER CAPITAL
REORGANIZATION OF THE COMPANY, ANY RECLASSIFICATION OR RECAPITALIZATION OF THE
CAPITAL STOCK OF THE COMPANY, ANY MERGER OR CONSOLIDATION OF THE COMPANY WITH OR
INTO ANY OTHER CORPORATION, OR ANY ASSET TRANSFER (AS DEFINED IN SECTION 4), OR
ANY VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION OR WINDING UP OF THE
COMPANY, THE COMPANY SHALL MAIL TO EACH HOLDER OF SERIES PREFERRED STOCK AT
LEAST TEN (10) DAYS PRIOR TO (X) THE RECORD DATE, IF ANY, SPECIFIED THEREIN OR
(Y) IF NO RECORD DATE IS SPECIFIED, THE DATE UPON WHICH SUCH ACTION IS TO TAKE
EFFECT (OR, IN EITHER CASE, SUCH SHORTER PERIOD APPROVED BY THE HOLDERS OF A
MAJORITY OF THE OUTSTANDING SERIES PREFERRED STOCK) A NOTICE SPECIFYING (A) THE
DATE ON WHICH ANY SUCH RECORD IS TO BE TAKEN FOR THE PURPOSE OF SUCH DIVIDEND OR
DISTRIBUTION AND A DESCRIPTION OF SUCH DIVIDEND OR DISTRIBUTION, (B) THE DATE ON
WHICH ANY SUCH ACQUISITION, REORGANIZATION, RECLASSIFICATION, TRANSFER,
CONSOLIDATION, MERGER, ASSET TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING UP IS
EXPECTED TO BECOME EFFECTIVE, AND (C) THE DATE, IF ANY, THAT IS TO BE FIXED AS
TO WHEN THE HOLDERS OF RECORD OF COMMON STOCK (OR OTHER SECURITIES) SHALL BE
ENTITLED TO EXCHANGE THEIR SHARES OF COMMON STOCK (OR OTHER SECURITIES) FOR
SECURITIES OR OTHER PROPERTY DELIVERABLE UPON SUCH ACQUISITION, REORGANIZATION,
RECLASSIFICATION, TRANSFER, CONSOLIDATION, MERGER, ASSET TRANSFER, DISSOLUTION,
LIQUIDATION OR WINDING UP.
(L)
AUTOMATIC CONVERSION.
(I)
EACH SHARE OF SERIES PREFERRED STOCK SHALL AUTOMATICALLY BE
CONVERTED INTO SHARES OF COMMON STOCK, BASED ON THE APPLICABLE THEN-EFFECTIVE
SERIES PREFERRED STOCK CONVERSION PRICE, (A) AT ANY TIME UPON THE AFFIRMATIVE
ELECTION OF THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF EACH
SERIES OF THE SERIES PREFERRED STOCK, OR (B) IMMEDIATELY UPON THE CLOSING OF A
FIRMLY UNDERWRITTEN PUBLIC OFFERING PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, COVERING THE OFFER AND
SALE OF COMMON STOCK FOR THE ACCOUNT OF THE COMPANY IN WHICH THE GROSS CASH
PROCEEDS TO THE COMPANY (BEFORE UNDERWRITING DISCOUNTS, COMMISSIONS AND FEES)
ARE AT LEAST TEN MILLION DOLLARS ($10,000,000).
UPON SUCH AUTOMATIC CONVERSION,
ANY DECLARED AND UNPAID DIVIDENDS SHALL BE PAID IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5(D).
(II)
UPON THE OCCURRENCE OF EITHER OF THE EVENTS SPECIFIED IN
SECTION 5(L)(I) ABOVE, THE OUTSTANDING SHARES OF SERIES PREFERRED STOCK SHALL BE
CONVERTED AUTOMATICALLY WITHOUT ANY FURTHER ACTION BY THE HOLDERS OF SUCH SHARES
AND WHETHER OR NOT THE CERTIFICATES REPRESENTING SUCH SHARES ARE SURRENDERED