(xii) encumber all or substantially all of the Corporations property or business;
b. The corporation shall not (whether by any reorganization, recapitalization, transfer of
assets, consolidation, merger, amendment, dissolution, issuance or sale of securities or any other
action) without the vote or written consent by the holders of at least a majority of the then
outstanding shares of Series A Preferred Stock, voting together as a separate series and on an
as-converted to Common Stock basis: (i) increase or decrease the authorized number of shares of the
Series A Preferred Stock; or (ii) amend the corporations Certificate of Incorporation or Bylaws in
any way, or take any other action that would adversely affect the rights, preferences, privileges
or restrictions of the Series A Preferred Stock, whether by merger, consolidation, amendment or
7. No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired
by the corporation by reason of purchase, conversion, redemption or otherwise shall be reissued,
and all such shares shall be cancelled, retired and eliminated from the shares which the
corporation shall be authorized to issue. This Certificate of Incorporation shall be appropriately
amended to effect the corresponding reduction in corporations capital stock
C. Common Stock.
1. Dividend Rights. Subject to the prior rights of the holders of all classes of
stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock
shall be entitled to receive, when and as declared by the Board of Directors, out of any assets or
the corporation legally available therefor, such dividends as may be declared from time to time by
the Board of Directors.
2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the
corporation, the assets of the corporation shall be distributed as provided in Article 4(B)(2)
3. Redemption. The Common Stock shall not be redeemable.
4. Voting Rights. The holder of each share of Common Stock shall have the right to
one vote, and shall be entitled to notice of any stockholders meeting in accordance with the
Bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as
may be provided by law.
A director of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director in accordance with and
to the fullest extent permitted by the Delaware General Corporation Law as the same exists or as
may hereafter be (including without limitation their heirs, executors and administrators) amended.
The corporation shall indemnify each of the corporations directors and officers in each and
every situation where, under Section 145 of the Delaware General Corporation Law, as
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