shall be taken for such dividend, distribution or subscription rights (and specifying the date
on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote,
if any, in respect of the matters referred to in (iii) and (iv) above; and (2) in the case of the
matters referred to in (iii) and (iv) above, at least twenty (20) days prior written notice of the
date when the same shall take place (and specifying the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other property deliverable upon
the occurrence of such event).
k. Issue Taxes. The corporation shall pay any and all issue and other taxes that may
be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of
Preferred Stock pursuant hereto; provided, however, that the corporation shall not be obligated to
pay any transfer taxes resulting from any transfer requested by any holder in connection with any
l. Reservation of Stock Issuable Upon Conversion. The corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of Preferred Stock, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Preferred Stock, the corporation will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary amendment to this
Certificate of Incorporation.
m. Fractional Shares. No fractional share shall be issued upon the conversion of any
share or shares of Preferred Stock. All shares of Common Stock (including fractions thereof)
issuable upon conversion of more than one share of a series of Preferred Stock by a holder thereof
shall be aggregated on a series basis for purposes of determining whether the conversion would
result in the issuance of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common Stock, the corporation
shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction
a sum in cash equal to the fair market value of such fraction on the date of conversion (as
determined in good faith by the Board of Directors of the corporation).
n. Notices. Any notice required by the provisions of this Article 4(B)(5) to be given
to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at his address appearing on the books
of the corporation.
6. Protective Provisions.
a. So long as at least Two Hundred Fifty Thousand (250,000) shares of Preferred Stock (as
adjusted for any stock dividends, combinations, splits or the like with respect to such shares)
remain outstanding, the corporation shall not, (whether by reorganization, recapitalization,
transfer of assets, consolidation, merger, amendment, dissolution, issuance or
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