Replies to post #61 on AC Partners Inc. (ACPS)

[FergusVI]

scanned it quick and didn't see that...thanks...

[FergusVI]

(g) “ Reverse Split ” means a reverse stock split of the Company’s outstanding shares of Common Stock in a ratio of One Hundred and Ten to One (110:1), which has been approved by a majority of the Company’s voting shares (which include the voting rights of the Series B Preferred Stock).

(h) “ US$ ” means United States Dollars. Unless otherwise stated all dollar amounts disclosed in this Designation shall be in United States Dollars.

III. LIQUIDATION PREFERENCE

The Holders of the Series B Preferred Stock shall not be entitled to any liquidation preference.

IV. AUTOMATIC CONVERSION

The Series B Preferred Stock shall have the following automatic conversion rights (the “ Conversion Rights ”):

(a) Automatic Conversion.

(i)
Upon the Effective Date of the Reverse Split (the “ Automatic Conversion Date ”), each
share of Series B Preferred Stock will automatically convert into shares of the Company’s post-Reverse Split Common Stock (the “ Automatic Conversion ”), at the rate of Ten (10) post-Reverse Split shares of the Company’s Common Stock for each One (1) share of Series B Preferred Stock held by each Holder (the “ Conversion Rate ”), without any required action by the Holder thereof. As soon as practicable after the Automatic Conversion, each stock certificate (if any) evidencing ownership of the Series B Preferred Stock shares (the “ Preferred Stock Certificate(s) ”), shall be surrendered to the Company for exchange by the Holders thereof. Upon receipt of the Series B Preferred Stock Certificates, duly endorsed, or certifications confirming the ownership of such Series B Preferred Stock, the Company (itself, or through its transfer agent) shall promptly issue to the exchanging stockholder that number of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted, under the Conversion Rate (the “ Conversion Shares ”). All Common Stock issued to the exchanging stockholders will be issued as Restricted Shares.

(ii)
In the event that the Preferred Stock Certificates are not surrendered to the Company
within Five (5) Business Days of the Automatic Conversion Date, each Series B Preferred Stock Certificate shall automatically, and without any required action by the Holders thereof be cancelled and terminated and the Conversion Shares shall be issued to the prior Holders of the Series B Preferred Stock Certificates pursuant to and in connection with the Conversion Rate and mailed to such Holders at their address of record as provided by such Holders to the Company. All Common Stock issued to the exchanging stockholders will be issued as Restricted Shares.