1
EXHIBIT 4.3
NATIONAL AUTO CREDIT, INC.
AUTHORIZED CAPITAL STOCK: 40,000,000 Shares Common Stock, par value $.05;
2,000,000 Shares Preferred Stock, par value $.50
OF SERIES C PREFERRED STOCK OF NATIONAL AUTO CREDIT, INC.
The Series C Preferred Stock has a par value of $.50 per share. The Series C
Preferred Stock does not have voting rights. The Series C Preferred Stock is
subject to forfeiture and return to the issuer in accordance with the terms set
forth in a certain Merger Agreement dated December 15, 2000, entered into
between National Auto Credit, Inc., Zoomlot Corporation and former shareholders
of Zoomlot Corporation ("Merger Agreement"). No dividend shall be paid upon the
Common Stock unless an amount equal to ten times such dividend shall be first
paid to each share of Series B and Series C Preferred Stock. The Series C
Preferred Stock has no other rights to dividends except as may otherwise be
required by state law. In the event of liquidation, dissolution or winding up of
the issuer, voluntary or involuntary, the Series C Preferred Stock will be
entitled to receive an amount per share equal to ten times any amount payable to
the Common Stock upon any such liquidation or dissolution.
At any time after the earlier of September 30, 2003 or the occurrence of a
"Redemption Event," as defined in the Merger Agreement, but in any event, no
earlier than January 1, 2003, the holder of a share of Series C Preferred Stock
will be entitled to redeem each such share for a cash payment by the issuer
equal to the greater of: (a) $15.00 (as adjusted for any stock splits, stock
dividends, recapitalizations or the like) plus all declared but unpaid dividends
on such shares or (b) ten (10) times the fair market price of a share of Common
Stock as of the date notice of redemption is received by the Company. Any shares
of Series C Preferred Stock, however, that are subject to the forfeiture may not
be redeemed until such forfeiture provisions no longer apply. The issuer also
has certain rights at any time after January 4, 2001, to redeem all or any
portion of the outstanding shares of Series C Preferred Stock by paying to the
holder of such shares being redeemed an amount equal to the product of (A) the
number of shares of Series C Preferred Stock being redeemed times (B) the
greater of (x) $15.00 (as adjusted for any stock splits, stock dividends,
recapitalizations or the like) plus all declared but unpaid dividends on such
shares or (y) ten (10) times the Fair Market Value of a share of Common Stock as
of the date the notice of redemption was given to the holder of shares of Series
C Preferred Stock. To the extent any holder should possess non-forfeitable
shares of Series C Preferred Stock at the time the Company gives any notice of
redemption, such shares of non-forfeitable Series C Preferred Stock shall be
surrendered to the Company, prior to the surrender of forfeitable Series C
Preferred Stock.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.
----------------------------- ------------------------------
SECRETARY PRESIDENT
