STOCK PURSUANT TO THIS SECTION 9, THE COMPANY SHALL
CONVERT AND REDEEM FROM EACH HOLDER OF SERIES A PREFERRED STOCK ELECTING TO HAVE
SERIES A PREFERRED STOCK CONVERTED AND REDEEMED AT SUCH TIME AN AMOUNT EQUAL TO
SUCH HOLDER'S PRO-RATA AMOUNT (BASED ON THE NUMBER SHARES OF SERIES A PREFERRED
STOCK HELD BY SUCH HOLDER RELATIVE TO THE NUMBER SHARES OF SERIES A PREFERRED
STOCK OUTSTANDING) OF ALL SHARES OF SERIES A PREFERRED STOCK BEING CONVERTED AND
REDEEMED AT SUCH TIME.
10.
­VOTE TO CHANGE THE TERMS OF OR ISSUE PREFERRED STOCK.
THE
AFFIRMATIVE VOTE AT A MEETING DULY CALLED FOR SUCH PURPOSE OR THE WRITTEN
CONSENT WITHOUT A MEETING, OF THE HOLDERS OF NOT LESS THAN SEVENTY-FIVE PERCENT
(75%) OF THE THEN OUTSTANDING SHARES OF SERIES A PREFERRED STOCK (IN ADDITION TO
ANY OTHER CORPORATE APPROVALS THEN REQUIRED TO EFFECT SUCH ACTION), SHALL BE
REQUIRED (A) FOR ANY CHANGE TO THIS CERTIFICATE OF DESIGNATION OR THE COMPANY'S
ARTICLES OF INCORPORATION WHICH WOULD AMEND, ALTER, CHANGE OR REPEAL ANY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PREFERRED STOCK OR
(B) FOR THE ISSUANCE OF SHARES OF SERIES A PREFERRED STOCK OTHER THAN PURSUANT
TO THE PURCHASE AGREEMENT.
11.
­LOST OR STOLEN CERTIFICATES.
UPON RECEIPT BY THE COMPANY OF
EVIDENCE SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF ANY PREFERRED STOCK CERTIFICATES REPRESENTING THE SHARES OF SERIES
A PREFERRED STOCK, AND, IN THE CASE OF LOSS, THEFT OR DESTRUCTION, OF ANY
INDEMNIFICATION UNDERTAKING BY THE HOLDER TO THE COMPANY AND, IN THE CASE OF
MUTILATION, UPON SURRENDER AND CANCELLATION OF THE PREFERRED STOCK
CERTIFICATE(S), THE COMPANY SHALL EXECUTE AND DELIVER NEW PREFERRED STOCK
CERTIFICATE(S) OF LIKE TENOR AND DATE; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE OBLIGATED TO RE-ISSUE PREFERRED STOCK CERTIFICATES IF THE HOLDER
CONTEMPORANEOUSLY REQUESTS THE COMPANY TO CONVERT SUCH SHARES OF SERIES A
PREFERRED STOCK INTO COMMON STOCK.
12.
­REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF.
THE REMEDIES PROVIDED IN THIS CERTIFICATE OF DESIGNATION
SHALL BE CUMULATIVE AND IN ADDITION TO ALL OTHER REMEDIES AVAILABLE UNDER THIS
CERTIFICATE OF DESIGNATION, AT LAW OR IN EQUITY (INCLUDING A DECREE OF SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), NO REMEDY CONTAINED HEREIN SHALL BE
DEEMED A WAIVER OF COMPLIANCE WITH THE PROVISIONS GIVING RISE TO SUCH REMEDY AND
NOTHING HEREIN SHALL LIMIT A HOLDER'S RIGHT TO PURSUE ACTUAL DAMAGES FOR ANY
FAILURE BY THE COMPANY TO COMPLY WITH THE TERMS OF THIS CERTIFICATE OF
DESIGNATION.
AMOUNTS SET FORTH OR PROVIDED FOR
22
HEREIN WITH RESPECT TO PAYMENTS, CONVERSION AND THE LIKE (AND THE COMPUTATION
THEREOF) SHALL BE THE AMOUNTS TO BE RECEIVED BY THE HOLDER THEREOF AND SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, BE SUBJECT TO ANY OTHER OBLIGATION OF
THE COMPANY (OR THE PERFORMANCE THEREOF).
THE COMPANY ACKNOWLEDGES THAT A
BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE
HOLDERS OF THE SERIES A PREFERRED STOCK AND THAT THE REMEDY AT LAW FOR ANY