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Re: ratso1 post# 116411

Thursday, 01/06/2011 8:42:13 PM

Thursday, January 06, 2011 8:42:13 PM

Post# of 157004
What...you mean the part where it says that if there happens to be a restructuring that their shares will not be affected? That part?
Class A: preferreds
(e) REORGANIZATIONS. If at any time or from time to time after the date of this Certificate, there is a
capital reorganization of the common stock (reverse split, forward split, etc.), as a part of such capital
reorganization, provision shall be made so that the holders of the Series A Preferred shall thereafter be
entitled to receive upon conversion of the Series A Preferred the same number of shares of common stock
to which that holder would have been entitled prior to such capital reorganization. In essence, the number
of Series A Preferred Stock authorized, issued and outstanding, and the number of shares of common stock
into which such Series A Preferred is convertible, shall not be affected by any such capital reorganization.
Class B: preferreds
(d) ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION. MERGERS,
CONSOLIDATIONS or SALES OF ASSETS. If the common stock issuable upon conversion of the Series
B Preferred shall be changed into the same or different number of shares of any other class or classes of
stock, whether by capital reorganization. reclassification or otherwise, the conversion rate shall.
concurrently with the effectiveness of such reoraanization or reclassification. be proportionately adjusted so
that the Series B Preferred shall be convertible into, in lieu of the number of shares of common stock which
the holders would otherwise have been entitled to receive, a number of shares of such other class or classes
of stock equivalent to the number of shares of common stock that would have been subject to receipt by the
holders upon conversion of the Series B Preferred immediately before that change.
Class C: preferred
(e) REORGANIZATIONS. If at any time or from time to time after the date of this Certificate, there is a
capital reorganization of the common stock (reverse split, forward split. etc.). as a part of such capital
reorganization, provision shall be made so that the holders of the Series C Preferred shall thereafter be
entitled to receive upon conversion of the Series C Preferred the same number of shares of common stock
to which that holder would have been entitled prior to such capital reorganization. In essence, the number
of Series C Preferred Stock authorized, issued and outstanding, and the number of shares of common stock
into which such Series C Preferred is convertible, shall not be affected by any such capital reorganization.
(f) NO IMPAIRMENT. The Corporation will not, by amendment of its Certificate of Incorporation or
through any reorganization. transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action. avoid or seek to avoid the observance or performance of any of the terms to
7
be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the
carrying out all the provisions of this Certificate and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the Series C Preferred against
impairment

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