Number of Shares; Designation. A total of 2,400,000 shares of preferred stock of the Company are hereby designated as Series F-1-A Convertible Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be authorized pursuant to a Conversion Agreement (the “Conversion Agreement”) by and among the Company and the holders of the Company’s Series A Secured Convertible Participating Promissory Note debt (the “Holder”), a copy of which will be provided to any shareholder of the Company upon request therefor. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Conversion Agreement.
Number of Shares; Designation. A total of 185,500 shares of preferred stock, par value $0.0001 per share, of the Corporation, are to be designated as Series A Preferred Stock (“Series A”). Separate from the instant exchange and conversion is Corporation’s designation of an additional 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation, which shall be designated as Series B Preferred Stock (“Series B,” collectively, with Series A, the “Series”), and as to which Contributor intends to acquire, contemporaneously herewith, an additional 100,000 shares at the purchase price of $10.00 per share, which purchase shall be memorialized by Contributor’s execution of a Subscription Agreement. Shares of both Series A and Series B (collectively, the “Preferred Shares”), shall be issued as follows:
a. Series A shall consist of 185,500 Preferred Shares, to be immediately issued to Contributor or its nominee or assignee, in consideration of Contributor’s prior loans described above, at a per share price of $10.00 per share; and
b. Up to an additional 1,000,000 Preferred Shares (the Series B shares) are contemporaneously hereby approved by Corporation’s Board of Directors to be issued at the price of $10.00 per Preferred Share, which may be effectuated without further action or approval of Corporation's Board of Directors.
c. Corporation shall file an appropriate Certificate of Designation with the Delaware Secretary of State as soon as practicable to confirm the specific features of both Series, as resolved by Corporation’s Board of Directors and as set forth herein.
Number of Shares; Designation. Of the ten million (10,000,000) shares of the Corporation’s authorized preferred stock, par value $0.001 per share (“Preferred Stock”), one (1) share is designated as “Special Voting Stock,” with the rights and preferences set forth below. Only one person or entity is entitled to be designated as the owner of all of the Special Voting Stock (the “Holder”), in whose name the initial certificate representing the Special Voting Stock shall be issued. Any Transfer of the Special Voting Stock to a different Holder must be approved in advance by the Corporation; provided, however, that the Holder shall have the right to Transfer the Special Voting Stock to any affiliate of Holder or nominee of Holder, without the approval of the Corporation.
Number of Shares; Designation. A total of 2,500,000 shares of preferred stock of the Company are hereby designated as Series A Convertible Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be offered pursuant to a Private Placement Memorandum (the “Memorandum”) and issued pursuant to the terms of a Series A Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company and the Purchaser, a copy of which will be provided to any Shareholder of the Company upon request therefor. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Purchase Agreement.
Number of Shares; Designation. A total of 10,700,000 shares of Preferred Stock, par value $0.001 per share, of the Corporation are hereby designated as 9.2% Series D Junior Cumulative Convertible Preferred Stock (the "Series D Preferred Stock").
Number of Shares; Designation. A total of 4,000,000 shares of preferred stock of the Company are hereby designated as Series BL Convertible Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be authorized pursuant to a Conversion Agreement (the “Conversion Agreement”) by and among the Company and the holders of the Company’s Bridge Loan debt, a copy of which will be provided to any shareholder of the Company upon request therefor. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Conversion Agreement.
Number of Shares; Designation. A total of 2,500,000 shares of preferred stock of the Company are hereby designated as Series A Convertible Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be offered pursuant to a Private Placement Memorandum (the “Memorandum”) and issued pursuant to the terms of a Series A Convertible Preferred Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company and the Purchaser, a copy of which will be provided to any Shareholder of the Company upon request therefor. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Purchase Agreement. 2. Rank. The Series shall, with respect to rights (including to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Company, rank senior and prior to the common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), and any additional series of preferred stock which may in the future be issued by the Company and are designated in the amendment to the Articles of Incorporation or the certificate of designation establishing such additional preferred stock as ranking junior to the Preferred Shares. Any shares of the Company’s stock which are junior to the Preferred Shares with respect to rights (including to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Company are hereinafter referred to as “Junior Liquidation Shares.” 3.
Number of Shares; Designation. This series of Preferred Stock shall be designated as “Series C Convertible, Redeemable Preferred Stock” and the number of shares of such series shall be 3,566,687 shares.
Number of Shares; Designation. A total of 4,000,000 shares of preferred stock of the Company are hereby designated as Series BL Convertible Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be authorized pursuant to a Conversion Agreement (the “Conversion Agreement”) by and among the Company and the holders of the Company’s Bridge Loan debt, a copy of which will be provided to any shareholder of the Company upon request therefor. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Conversion Agreement. 2. Rank. The Series shall, with respect to rights (including to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Company, rank senior and prior to the common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), and any additional series of preferred stock which may in the future be issued by the Company and are designated in the amendment to the Articles of Incorporation or the certificate of designation establishing such additional preferred stock as ranking junior to the Preferred Shares. Any shares of the Company’s stock which are junior to the Preferred Shares with respect to rights (including to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Company are hereinafter referred to as “Junior Liquidation Shares.” 3.
Number of Shares; Designation. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of preferred stock designated as the “Series A Non-Voting Preferred Stock” (the “Series A Non-Voting Preferred Stock”). The authorized number of shares of the Series A Non-Voting Preferred Stock shall be 100,000 shares. Such number of shares may be decreased by resolution of the Board, subject to the terms and conditions hereof; provided that no decrease shall reduce the number of authorized shares of the Series A Non-Voting Preferred Stock to a number less than the number of shares of the Series A Non-Voting Preferred Stock then outstanding.
