AND ANY PARITY SECURITIES, DIVIDENDS DECLARED ON THE SERIES A
PREFERRED STOCK AND PARITY SECURITIES (WHETHER CUMULATIVE OR NON-CUMULATIVE)
SHALL ONLY BE DECLARED PRO RATA SO THAT THE AMOUNT OF DIVIDENDS DECLARED PER
SHARE ON THE SERIES A PREFERRED STOCK AND SUCH PARITY SECURITIES SHALL IN ALL
CASES BEAR TO EACH OTHER THE SAME RATIO THAT ACCRUED DIVIDENDS PER SHARE ON THE
SHARES OF THE SERIES A PREFERRED STOCK (BUT WITHOUT, IN THE CASE OF ANY
NON-CUMULATIVE PREFERRED STOCK, ACCUMULATION OF UNPAID DIVIDENDS FOR PRIOR
DIVIDEND PERIODS) AND SUCH PARITY SECURITIES BEAR TO EACH OTHER.
SECTION 6.
VOTING RIGHTS.
(A)
THE HOLDERS OF THE SERIES A PREFERRED STOCK SHALL VOTE TOGETHER
WITH THE HOLDERS OF COMMON STOCK ON ALL MATTERS UPON WHICH THE HOLDERS OF COMMON
STOCK ARE ENTITLED TO VOTE. EACH SHARE OF SERIES A PREFERRED STOCK SHALL BE
ENTITLED TO SUCH NUMBER OF VOTES AS THE NUMBER OF SHARES OF COMMON STOCK INTO
WHICH SUCH SHARE OF SERIES A PREFERRED STOCK IS CONVERTIBLE PURSUANT TO THE
CONVERSION RATE AT THE TIME OF THE RECORD DATE FOR ANY SUCH VOTE (TAKING INTO
ACCOUNT SECTION 9(H) HEREOF, PROVIDED THAT SOLELY FOR THE PURPOSES OF
DETERMINING THE NUMBER OF VOTES TO WHICH EACH SHARE OF SERIES A PREFERRED STOCK
IS ENTITLED PURSUANT TO THIS SECTION 6(A), THE CONVERSION PRICE UTILIZED IN THE
DEFINITION OF CONVERSION RATE SHALL BE DEEMED TO BE $2.00, SUBJECT TO ADJUSTMENT
UNDER SECTION 13), AND FOR THE PURPOSE OF SUCH CALCULATION, SHARES OF COMMON
STOCK SUFFICIENT FOR THE FULL CONVERSION OF ALL SHARES OF SERIES A PREFERRED
STOCK SHALL BE DEEMED TO BE AUTHORIZED FOR ISSUANCE UNDER THE CERTIFICATE OF
INCORPORATION ON SUCH DATE AND SHALL BE INCLUDED IN SUCH CALCULATION.
(B)
SO LONG AS ANY SHARES OF SERIES A PREFERRED STOCK ARE OUTSTANDING,
THE VOTE OR CONSENT OF THE HOLDERS OF A MAJORITY OF THE SHARES OF SERIES A
PREFERRED STOCK AT THE TIME OUTSTANDING, VOTING AS A SINGLE CLASS WITH ALL OTHER
CLASSES AND SERIES OF PARITY SECURITIES HAVING SIMILAR VOTING RIGHTS THEN
OUTSTANDING AND WITH EACH SERIES OR CLASS HAVING A NUMBER OF VOTES PROPORTIONATE
TO THE AGGREGATE LIQUIDATION PREFERENCE OF THE OUTSTANDING SHARES OF SUCH CLASS
OR SERIES, GIVEN IN PERSON OR BY PROXY, EITHER IN WRITING WITHOUT A MEETING OR
BY VOTE AT ANY MEETING CALLED FOR THE PURPOSE, WILL BE NECESSARY TO EFFECT OR
VALIDATE:
A-7
(I)
ANY AMENDMENT, ALTERATION OR REPEAL OF ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION (INCLUDING THIS CERTIFICATE OF DESIGNATIONS) THAT
WOULD ALTER OR CHANGE THE VOTING POWERS, PREFERENCES OR SPECIAL RIGHTS OF THE
SERIES A PREFERRED STOCK OR ANY PARITY SECURITY;
(II)
ANY AMENDMENT OR ALTERATION OF THE CERTIFICATE OF INCORPORATION
(INCLUDING THIS CERTIFICATE OF DESIGNATIONS) TO AUTHORIZE, CREATE OR INCREASE,
OR TO OBLIGATE THE COMPANY TO AUTHORIZE, ISSUE OR INCREASE, THE AUTHORIZED
AMOUNT OF ANY SENIOR SECURITIES THAT ARE CONVERTIBLE INTO SHARES OF COMMON
STOCK; OR
(III)
ANY MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANY
ENTITY OTHER THAN A CORPORATION,