Common use of Series E Preferred Stock Clause in Contracts

Series E Preferred Stock. Each share of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance with the terms of the Restated Articles (the “Reverse Split”). Immediately after the Reverse Split, (i) each holder holding fractional shares of Series E Preferred Stock (each, a “Series E Distribution Holder”) shall receive, in exchange for the cancellation of all fractional shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series E Distribution” for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interest.

Series E Preferred Stock. Each share The Corporation shall be obligated to redeem the Series E Preferred Stock as follows: (i) The holders of at least a majority of the then outstanding shares of Series E Preferred Stock may require the Corporation, to the extent it may lawfully do so, to redeem all, but not less than all, of the outstanding shares of Series E Preferred Stock if within two (2) years after the Series E Original Issue Date, the Corporation (x) has not become subject to the public reporting requirements of Section 12(g) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and (y) sells all or substantially all of the assets of the Corporation purchased from the original holders of the Series E Preferred Stock issued and outstanding immediately under the terms of that certain "Asset Purchase Agreement" dated September __, 2005 (the "Redemption Sale"). The Corporation shall effect the redemption by paying in cash in exchange for the shares of Series E Preferred Stock a sum equal to $10 per share of Series E Preferred Stock. The total amount to be paid for the Series E Preferred Stock is hereafter referred to as the "Redemption Price." (ii) At least ten (10) business days but no more than sixty (60) business days prior to the Effective Time anticipated closing of the Redemption Sale, the Corporation shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on send a 70,000 to 1 basis notice in accordance with the terms Section 5(k) (a "Redemption Notice") to all holders of Series E Preferred Stock notifying them of the Restated Articles proposed Redemption Sale (including its basis terms and anticipated closing date) and of their right to require redemption of their Shares under this Section 6. If the “Reverse Split”)anticipated closing date of the Redemption Sale shall be delayed, the Corporation shall promptly EXHIBIT E notify all holders of Series E Preferred Stock of the new anticipated closing date. Immediately If holders of at least a majority of the then outstanding shares of Series E Preferred Stock deliver to the Corporation, no later than three (3) business days prior to closing of the Redemption Sale, a written notice election to require redemption of all of the outstanding shares of Series E Preferred Stock Hereunder, then the Corporation shall, promptly after closing of the Reverse SplitRedemption Sale, (i) each holder holding fractional send notice to all such holders setting forth the date on which the Corporation intends to effect the redemption of the shares of Series E Preferred Stock (eachwhich shall not be more than thirty (30) business days after the closing of the Redemption Sale (the "Redemption Date"), and information as to the place at which such holders may obtain payment of the Redemption Price upon surrender of their share certificates. The redemption shall proceed unless, at least five (5) business days prior to the Redemption Date, the holders of at least a “Series E Distribution Holder”) shall receive, in exchange for majority of the cancellation of all fractional then outstanding shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount provide notice in cash equal writing to the product Corporation that the redemption will not occur. (iii) On or after the Redemption Date, each holder of (x) the fractional shares of the Series E Preferred Stock held by shall surrender such Series E Distribution Holderholder's certificates representing such shares to the Corporation at the place designated in the Redemption Notice, multiplied by (y) and thereupon the quotient referred Redemption Price of such shares shall be payable to in Section 7(a)(ii) of Article V.C the order of the Restated Articles person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled. If the Corporation does not have sufficient funds legally available to redeem all shares to be redeemed at the Redemption Date, then in effect, as adjusted pursuant to it shall redeem such shares pro rata (based on the Restated Articles after portion of the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash aggregate Redemption Price payable to each holder) to the extent possible and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available. From and after such Redemption Date, unless there shall have been a default in payment of the Redemption Price or the Corporation is unable to pay the Redemption Price due to not having sufficient legally available funds, all rights of the holder of such shares as a holder of Series E Distribution Holder Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of the holder's certificates) shall be referred cease and terminate with respect to as such shares; provided that in the “event that shares of Series E Distribution” for Preferred Stock are not redeemed due to default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstandingoutstanding to the extent not paid for, and shall, upon the election of holders of a majority shall be entitled to all of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding rights and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interestpreferences provided herein.

Series E Preferred Stock. Each share of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance with the terms of the Restated Articles (the “Reverse Split”"REVERSE SPLIT"). Immediately after the Reverse Split, (i) each holder holding fractional shares of Series E Preferred Stock (each, a “Series "SERIES E Distribution Holder”DISTRIBUTION HOLDER") shall receive, in exchange for the cancellation of all fractional shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series "SERIES E Distribution” DISTRIBUTION" for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series "SERIES E Stock Certificate”STOCK CERTIFICATE") shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interest.

Series E Preferred Stock. Each Subject to the terms hereof and the terms and conditions of the May Securities Purchase Agreement (as defined below), each Purchaser and GEPT agree that the Purchasers shall purchase Series E Convertible Preferred Stock, no par value per share (the “Series E Preferred Stock”) on the Business Day following the date of this Amendment (the “Closing” and the date thereof, the “Closing Date”). 2.1. In connection with the Closing, GEPT shall issue to each Purchaser (i) one or more stock certificates, registered in the name of such Purchaser, evidencing that number of Series E Preferred Stock indicated on Schedule A hereto under the heading “Series E Preferred Stock Shares”, (ii) a warrant in the form of Exhibit B-1 hereto (the “New Warrant A”), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated opposite such Purchaser’s name on Schedule A hereto under the heading “New Warrant A Shares”, and (iii) a warrant in the form of Exhibit B-2 hereto (the “New Warrant B”), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock determined by dividing the dollar amount indicated opposite such Purchaser’s name on Schedule A hereto under the heading “New Warrant B Dollar Amount” by lowest of (i) $2.76 (as adjusted for stock splits, stock dividends, stock combinations and other similar events), (ii) the Closing Price on the Trading Day prior to the day the registration statement covering the shares of Common Stock issuable pursuant to such New Warrant B is declared effective, (iii) the Closing Price on the Trading Day prior to the day such shareholder approval is obtained pursuant to Section 17(b) of the Series E Certificate of Designations, or (iv) if the registration statement is not declared effective, the Trading Day prior to the day any shares of Common Stock issuable pursuant to such New Warrant B can be sold under Rule 144. The exercise price of the New Warrant A shall be $3.58 and the exercise price of the New Warrant B shall be $0.01. 2.2. In connection with the issuance of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time Stock, GEPT shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance file with the terms Secretary of the Restated Articles (the “Reverse Split”). Immediately after the Reverse Split, (i) each holder holding fractional shares State of Nevada a Certificate of Designations of Preferences and Rights of Series E Convertible Preferred Stock (each, a “Series E Distribution Holder”) shall receive, in exchange for the cancellation of all fractional shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series E DistributionCertificate of Designations”) in the form of Exhibit C hereto. 2.3. In connection with the transaction contemplated by this Section 2, GEPT shall deliver to each Purchaser a Securities Purchase Agreement in the form of Exhibit D hereto (the “May Purchase Agreement”) and a Registration Rights Agreement in the form of Exhibit E hereto (the “May Registration Rights Agreement”) and each Purchaser shall deliver to GEPT upon satisfaction of each of the conditions set forth in Section 2.3 of the May Purchase Agreement, in immediately available funds by wire transfer to an account designed by GEPT, its respective purchase price as set forth opposite such Purchaser’s name of Schedule A hereto under the heading “Purchase Price”. 2.4. In the event Nasdaq Approval is required to effect any of the transaction contemplated under this Amendment, GEPT shall use its best efforts to obtain the Nasdaq Approval as promptly as possible. For the purposes of this Amendment, the term “Nasdaq Approval” for such Series E Distribution Holder), shall mean the date on which the Company receives approval from Nasdaq to issue all of the securities and (ii) all other the underlying shares of Series E Preferred Common Stock contemplated by this Amendment. The failure to obtain Nasdaq Approval shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (deemed a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except Triggering Event” under the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interestMay Securities Purchase Agreement.

Series E Preferred Stock. Each Effective from and after the Effective Time and until the Amendments have been approved by the stockholders of the Company and filed by the Company with, and accepted by, the Delaware Secretary of State, each of Pillar II and Besancon, together the holders of 100% of the Company’s outstanding Series E Convertible Preferred Stock, par value $0.01 per share (the “SERIES E PREFERRED STOCK”), hereby (i) irrevocably waive the right of the holders of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance with the terms under Section 2.1.1 of the Restated Articles Certificate of Designations, Preferences and Rights of Series E Preferred Stock, as amended from time to time (the “Reverse SplitSERIES E CERTIFICATE OF DESIGNATIONS”). Immediately after ) to receive, in the Reverse Splitevent of a Liquidation, an amount per share of Series E Preferred Stock equal to the Series E Original Issue Price (ias defined in the Series E Certificate of Designations) each holder holding fractional plus any dividends accrued or declared but unpaid thereon to the extent such amount is greater than the amount that would have been payable with respect to such share had all shares of Series E Preferred Stock (each, a “been converted into Common Stock pursuant to Section 4 of the Series E Distribution HolderCertificate of Designations immediately prior to such Liquidation (the “SERIES E LIQUIDATION PREFERENCE RIGHT”) and (ii) irrevocably agree that in accordance with Section 2.1.1 of the Certificate of Designations upon a Liquidation the holders of the Series E Preferred Stock shall receive, in exchange for receive under Section 2.1.1 of the cancellation Series E Certificate of Designations an amount per share of Series E Preferred Stock equal to the amount that would be payable with respect to such share had all fractional shares of Series E Preferred Stock held by such been converted into Common Stock pursuant to Section 4 of the Series E Distribution HolderCertificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(B), an amount and in cash equal to accordance with Section 7 of the product Series E Certificate of (x) Designations, simultaneously upon the fractional shares execution of this Agreement Pillar II and Besancon, together the holders of 100% of the Series E Preferred Stock held by such Stock, have delivered an irrevocable waiver of the Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series E Distribution” for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interestLiquidation Preference Right.

Series E Preferred Stock. Each share of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance with the terms of the Restated Articles (the “Reverse Split”). Immediately after the Reverse Split, (i) each holder holding fractional shares of Series E Preferred Stock (each, a “Series E Distribution Holder”) shall receive, in exchange for the cancellation of all fractional shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) cash in an amount equal to $0.102 (subject to adjustment for any stock splits, combinations or recapitalizations of the Merger Consideration Common Stock and similar anti-dilution events involving the Common Stock) and, subject to Section 1.11(c), the Contingent Litigation Recovery Right (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series E Distribution” for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interest.with

Series E Preferred Stock. Each share (A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series E E-2 Preferred Stock issued then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock or Common Stock by reason of their ownership thereof (including a dividend to such other stockholders), and outstanding pari passu with any such amounts payable to the holders of shares of Series E-1 Preferred Stock, an amount per share equal to the greater of (i) the Series E-2 Original Issue Price plus any Series E-2 Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series E-2 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event (the Effective Time shall not be affected by amount payable pursuant to this sentence is hereinafter referred to as the Merger and “Series E-2 Liquidation Amount”). (B) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series E-1 Preferred Stock then outstanding shall be automatically reverse split, immediately after the Effective Time, on a 70,000 entitled to 1 basis in accordance with the terms be paid out of the Restated Articles assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock or Common Stock by reason of their ownership thereof (including a dividend to such other stockholders), and pari passu with any such amounts payable to the “Reverse Split”). Immediately after holders of shares of Series E-2 Preferred Stock, an amount per share equal to the Reverse Split, greater of (i) each holder holding fractional the Series E-1 Original Issue Price plus any Series E-1 Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series E-1 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Series E-1 Liquidation Amount”). (C) If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series E Preferred Stock (eachthe full amounts to which they shall be entitled under this Subsection 2.1.1, a “the holders of shares of Series E Distribution Holder”) Preferred Stock shall receive, share ratably in exchange any distribution of the assets available for distribution in proportion to the cancellation respective amounts which would otherwise be payable in respect of all fractional the shares of Series E Preferred Stock held by them upon such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash distribution if all amounts payable to each Series E Distribution Holder shall be referred to as the “Series E Distribution” for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights on or with respect thereto, except the right to receive his, her or its Series E Distribution, to be such shares were paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interestfull.