ALL NECESSARY
ACTION TO AUTHORIZE THE CREATION OF THE SENIOR REDEEMABLE PREFERRED AND TO
PROVIDE THAT THE SENIOR REDEEMABLE PREFERRED SHALL RANK SENIOR TO ALL JUNIOR
SECURITIES, PARI PASSU WITH ALL PARITY SECURITIES AND JUNIOR TO ALL SENIOR
SECURITIES, AND SHALL HAVE NO SPECIAL RIGHTS, POWERS OR PREFERENCES, OTHER THAN
THE FOLLOWING:
(A) EACH SHARE OF SENIOR REDEEMABLE PREFERRED SHALL BE REDEEMED
AUTOMATICALLY BY THE COMPANY, AT SUCH TIME AS THE COMPANY SHALL HAVE SUFFICIENT
LAWFULLY AVAILABLE FUNDS THEREFOR, AT A PURCHASE PRICE EQUAL TO (X) THE AMOUNT
OF ACCRUED AND UNPAID DIVIDENDS ATTRIBUTABLE TO THE SHARE OF SERIES A PREFERRED
STOCK THAT WAS CONVERTED INTO SUCH SHARE OF SENIOR REDEEMABLE PREFERRED AT THE
TIME OF SUCH CONVERSION, PLUS (Y) ANY DIVIDENDS PAYABLE THEREON AT THE RATE AND
ON THE BASIS AS WOULD OTHERWISE BE APPLICABLE PURSUANT TO SECTION 2 HEREOF FROM
THE DATE OF SUCH CONVERSION THROUGH THE DATE OF REDEMPTION, (B) FOR SO LONG AS
ANY SHARES OF SENIOR REDEEMABLE PREFERRED ARE OUTSTANDING, THE COMPANY SHALL NOT
TAKE ANY OF THE ACTIONS REFERENCED IN SUB-CLAUSES (I) - (VI) OF
SECTION 4(C) HEREOF AND (C) UPON ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION OR
DISSOLUTION OR WINDING UP OF THE COMPANY, THE HOLDERS OF SENIOR REDEEMABLE
PREFERRED SHALL HAVE A LIQUIDATION PREFERENCE EQUAL TO AN AMOUNT CALCULATED IN
ACCORDANCE WITH CLAUSE (A) OF THIS SENTENCE.
(IV)
IF THE CONVERSION IS IN CONNECTION WITH ANY SALE, TRANSFER OR
OTHER DISPOSITION OF THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE SERIES A
PREFERRED STOCK, THE CONVERSION MAY, AT THE OPTION OF ANY HOLDER TENDERING ANY
SHARE OF SERIES A PREFERRED STOCK FOR CONVERSION, BE CONDITIONED UPON THE
CLOSING OF THE SALE, TRANSFER OR THE DISPOSITION OF SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK WITH THE UNDERWRITER,
TRANSFEREE OR OTHER ACQUIRER IN SUCH SALE, TRANSFER OR DISPOSITION, IN WHICH
EVENT SUCH CONVERSION OF SUCH SHARES OF SERIES A PREFERRED STOCK SHALL NOT BE
DEEMED TO HAVE OCCURRED UNTIL IMMEDIATELY PRIOR TO THE CLOSING OF SUCH SALE,
TRANSFER OR OTHER DISPOSITION.
(V)
THE COMPANY SHALL COMPLY WITH ALL FEDERAL AND STATE LAWS,
RULES AND REGULATIONS AND APPLICABLE RULES AND REGULATIONS OF THE EXCHANGE ON
WHICH SHARES OF THE COMMON STOCK ARE THEN LISTED.
IF ANY SHARES OF COMMON STOCK
TO BE RESERVED FOR THE PURPOSE OF CONVERSION OF SHARES OF SERIES A PREFERRED
STOCK REQUIRE REGISTRATION WITH OR APPROVAL OF ANY PERSON OR GROUP UNDER ANY
FEDERAL OR STATE LAW OR THE RULES AND REGULATIONS OF THE EXCHANGE ON WHICH
SHARES OF THE COMMON STOCK ARE THEN LISTED BEFORE SUCH SHARES MAY BE VALIDLY
ISSUED OR DELIVERED UPON CONVERSION, THEN THE COMPANY WILL, AS EXPEDITIOUSLY AS
POSSIBLE, USE ITS REASONABLE BEST EFFORTS TO SECURE SUCH REGISTRATION OR
APPROVAL, AS THE CASE MAY BE.
SO LONG AS ANY SHARES OF COMMON STOCK INTO WHICH
THE SHARES OF SERIES A PREFERRED STOCK ARE THEN CONVERTIBLE IS THEN LISTED ON AN
EXCHANGE, THE COMPANY WILL LIST AND KEEP LISTED ON SUCH EXCHANGE, UPON