Common use of Designation of Non-Convertible Preferred Stock Clause in Contracts

Designation of Non-Convertible Preferred Stock. On or prior to the Closing Date, the Company shall designate a series of non-voting, non-convertible preferred stock (the “Non-Convertible Preferred Stock”) by filing the Certificate of Designations of Series A Preferred Stock, in the form attached hereto as Exhibit B (the “Certificate of Designation”) with the Delaware Secretary of State. Promptly following the Closing Date (and in any event within 2 business days), the Company shall deliver to the Investor a certified copy of the Certificate of Designation evidencing its proper filing with the Delaware Secretary of State. The Company agrees to reserve a sufficient number of shares of Non-Convertible Preferred Stock to allow for the issuance of the maximum number of shares of Non-Convertible Preferred Stock that could be issued upon exercise of the Contingent Purchase Right pursuant to Section 3.1(g). The Non-Convertible Preferred Stock shall remain non-convertible unless and until the Company’s stockholders approve the conversion of the Non-Convertible Preferred Stock to Common Stock in accordance with Section 3.1(i), at which time it shall automatically convert into Common Stock upon the terms set forth in the Certificate of Designation.