<PAGE>
EXHIBIT 3.4
CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
RIGHTS OF SERIES A 5% CUMULATIVE CONVERTIBLE
PREFERRED STOCK, $.0001 PAR VALUE PER SHARE
It is hereby certified that:
I. The name of the corporation is Advanced Aerodynamics & Structures,
Inc. (the "Corporation"), a Delaware corporation.
II. Set forth hereinafter is a statement of the voting powers,
preferences, limitations, restrictions, and relative rights of shares of Series
A 5% Cumulative Convertible Preferred Stock hereinafter designated as contained
in a resolution of the Board of Directors of the Corporation pursuant to a
provision of the Articles of Incorporation of the Corporation permitting the
issuance of said Series A 5% Cumulative Convertible Preferred Stock by
resolution of the Board of Directors:
Series A 5% Cumulative Convertible Preferred Stock, no par value.
1. Designation: Number of Shares. The designation of said series of
-----------------------------
Preferred Stock shall be Series A 5% Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock"). The number of shares of Series A Preferred Stock
shall be 120,000. Each share of Series A Preferred Stock shall have a stated
value equal to $100 (as adjusted for any stock dividends, combinations or splits
with respect to such shares) (the "Stated Value"), and $.0001 par value.
2. Dividends.
---------
(a) The Holders of outstanding shares of Series A Preferred Stock
shall be entitled to receive preferential dividends in cash out of any funds of
the Corporation legally available at the time for declaration of dividends
before any dividend or other distribution will be paid or declared and set apart
for payment on any shares of any Common Stock, or other class of stock presently
authorized or to be authorized (the Common Stock, and such other stock being
hereinafter collectively the "Junior Stock") at the rate of 5% simple interest
per annum on the Stated Value per share payable quarterly commencing with the
quarter ending March 31, 2000 when as and if declared, at the Corporation's
option however that dividend payments may be made in additional fully paid and
non assessable shares of Series A Preferred Stock at a rate of one share of
Series A Preferred Stock for each $100 of such dividend not paid in cash, and
the issuance of such additional shares shall constitute full payment of such
dividend. Dividends may be paid with Series A Preferred Stock only if the Common
Stock deliverable upon conversion of such Series A Preferred Stock will have
been included for public resale in an effective registration statement filed
with the Securities and Exchange Commission on the dates such dividends are
payable and paid to the Holders, otherwise the dividend will be paid in cash.
(b) The dividends on the Series A Preferred Stock at the rates
provided above shall be cumulative whether or not earned so that, if at any time
full cumulative dividends at the rate aforesaid on all shares of the Series A
Preferred Stock then outstanding from the date from and after
1
<PAGE>
which dividends thereon are cumulative to the end of the quarterly dividend
period next preceding such time shall not have been paid or declared and set
apart for payment, or if the full dividend on all such outstanding Series A
Preferred Stock for the then current dividend period shall not have been paid or
declared and set apart for payment, the amount of the deficiency shall be paid
or declared and set apart for payment (but without interest thereon) before any
sum shall be set apart for or applied by the Corporation or a subsidiary of the
Corporation to the purchase, redemption or other acquisition of the Series A
Preferred Stock or any shares of any other class of stock ranking on a parity
with the Series A Preferred Stock ("Parity Stock") and before any dividend or
other distribution shall be paid or declared and set apart for payment on any
Junior Stock and before any sum shall be set aside for or applied to the
purchase, redemption or other acquisition of Junior Stock.
(c) Dividends on all shares of the Series A Preferred Stock shall
begin to accrue and be cumulative from and after the date of issuance thereof. A
dividend period shall be deemed to commence on the day following a quarterly
dividend payment date herein specified and to end on the next succeeding
quarterly dividend payment date herein specified.
3. Liquidation Rights.
------------------
(a) Upon the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the Holders of the Series A
Preferred Stock shall be entitled to receive before any payment or distribution
shall be made on the Junior Stock, out of the assets of the Corporation
available for distribution to stockholders, the Stated Value per share of Series
A Preferred Stock and all accrued and unpaid dividends to and including the date
of payment thereof. Upon the payment in full of all amounts due to Holders of
the Series A Preferred Stock the Holders of the Common Stock of the Corporation
and any other class of Junior Stock shall receive all remaining assets of the
Corporation legally available for distribution. If the assets of the Corporation
available for distribution to the Holders of the Series A Preferred Stock shall
be insufficient to permit payment in full of the amounts payable as aforesaid to
the Holders of Series A Preferred Stock upon such liquidation, dissolution or
winding-up, whether voluntary or involuntary, then all such assets of the
Corporation shall be distributed to the exclusion of the Holders of shares of
Junior Stock ratably among the Holders of the Series A Preferred Stock.
(b) Neither the purchase nor the redemption by the Corporation of
shares of any class of stock nor the merger or consolidation of the Corporation
with or into any other corporation or corporations nor the sale or transfer by
the Corporation of all or any part of its assets shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation for the purposes of
this paragraph 3.
4. Conversion into Common Stock. Shares of Series A Preferred Stock shall
----------------------------
have the following conversion rights and obligations:
(a) Subject to the further provisions of this paragraph 4 each Holder
of shares of Series A Preferred Stock shall have the right at any time
commencing after the issuance to the Holder of Series A Preferred Stock, to
convert such shares into fully paid and non-assessable shares of Common Stock of
the Corporation (as defined in paragraph 4(i) below) determined in accordance
2
<PAGE>
with the Conversion Price provided in paragraph 4(b) below (the "Conversion
Price"); provided, that the aggregate Stated Value to be converted shall be at
least $10,000 (unless if at the time of such conversion the aggregate Stated
Value of all shares of Series A Preferred Stock registered to the Holder is less
than $10,000, then the whole amount may be converted). All issued or accrued but
unpaid dividends may be converted at the election of the Holder simultaneously
with the conversion of principal amount of Stated Value of Series A Preferred
Stock being converted.
(b) The number of shares of Common Stock issuable upon conversion of
each share of Series A Preferred Stock shall equal (i) the sum of (A) the Stated
Value per share and (B) at the Holder's election accrued and unpaid dividends on
such share, divided by (ii) the Conversion Price. The Conversion Price shall be,
at the election of the Holder, (x) 100% of the average of the Closing Bid Prices
for the three (3) trading days immediately preceding the issue date of the
Series A Preferred Stock to the Holders who receive Series A Preferred Stock in
the Corporation's initial offering of Series A Preferred Stock ("Initial Closing
Date"), or (y) 90% of the average of the eight (8) lowest Closing Bid Prices for
the one hundred and eighty (180) days immediately preceding the conversion of
the respective shares of Series A Preferred Stock or such shorter period
commencing on the Initial Closing Date ("Lookback Period"). The Closing Bid
Price shall mean the closing bid price of the Corporation's Common Stock as
reported by the NASDAQ National Market or the principal exchange or market where
traded.
(c) The Holder of any certificate for shares of Series A Preferred
Stock desiring to convert any of such shares may give notice of its decision to
convert the shares into common stock by delivering or telecopying an executed
and completed notice of conversion to the Corporation or the Corporation's
Transfer Agent and delivering within three business days thereafter, the
original certificate for the Preferred Stock properly endorsed for or
accompanied by duly executed instruments of transfer (and such other transfer
papers as said Transfer Agent may reasonably require) to the Corporation or the
Corporation's Transfer Agent. Each date on which a notice of conversion is
delivered or telecopied to the Corporation or the Corporation's Transfer Agent
in accordance with the provisions hereof shall be deemed a Conversion Date. A
form of Notice of Conversion that may be employed by a Holder is annexed hereto
as Exhibit A. The Corporation will transmit the certificates representing the
shares of common stock issuable upon conversion of any Series A Preferred Stock
(together with the Series A Preferred Stock representing the shares not
converted) to the Holder via express courier, by electronic transfer or
otherwise, within five business days after receipt by the Corporation of the
original or telecopied notice of conversion and the Series A Preferred Stock
representing the shares to be converted ("Delivery Date"). The Holder of the
shares so surrendered for conversion shall be entitled to receive on or before
the Delivery Date a certificate or certificates which shall be expressed to be
fully paid and non-assessable for the number of shares of Common Stock to which
such Holder shall be entitled upon such conversion registered in the name of
such Holder. The Corporation is obligated to deliver to the Holder
simultaneously with the aforedescribed Common Stock, at the election of the
Holder, additional Common Stock representing the conversion at the Conversion
Price, of dividends accrued on the Series A Preferred Stock being converted. In
the case of any Series A Preferred Stock which is converted in part only the
Holder of shares of Series A Preferred Stock shall upon delivery of the
certificate or certificates
3
<PAGE>
representing Common Stock also receive a new share certificate representing the
unconverted portion of the shares of Series A Preferred Stock. Nothing herein
shall be construed to give any Holder of shares of Series A Preferred Stock
surrendering the same for conversion the right to receive any additional shares
of Common Stock or other property which results from an adjustment in conversion
rights under the provisions of paragraph (d) or (e) of this paragraph 4 until
Holders of Common Stock are entitled to receive the shares or other property
giving rise to the adjustment.
In the case of the exercise of the conversion rights set forth in
paragraph 4(a) the conversion privilege shall be deemed to have been exercised
and the shares of Common Stock issuable upon such conversion shall be deemed to
have been issued upon the date of receipt by the Corporation or Transfer Agent
of the Notice of Conversion. The person or entity entitled to receive Common
Stock issuable upon such conversion shall, on the date such conversion privilege
is deemed to have been exercised and thereafter, be treated for all purposes as
the record Holder of such Common Stock and shall on the same date cease to be
treated for any purpose as the record Holder of such shares of Series A
Preferred Stock so converted.
Upon the conversion of any shares of Series A Preferred Stock no
adjustment or payment shall be made with respect to such converted shares on
account of any dividend on the Common Stock, except that the Holder of such
converted shares shall be entitled to be paid any dividends declared on shares
of Common Stock after conversion thereof.
The Corporation shall not be required, in connection with any
conversion of Series A Preferred Stock, and payment of dividends on Series A
Preferred Stock to issue a fraction of a share of its Series A Preferred Stock
and shall instead deliver a stock certificate representing the next whole
number.
The Corporation and Holder may not convert that amount of the Series A
Preferred Stock on a Conversion Date in amounts inconsistent with the
limitations set forth in the Subscription Agreement in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the
number of shares of Common Stock beneficially owned by the Subscriber and its
affiliates on such Conversion Date, and (ii) the number of shares of Common
Stock issuable upon the conversion of the Series A Preferred Stock with respect
to which the determination of this proviso is being made on such Conversion
Date, which would result in beneficial ownership by the Holder and its
affiliates of more than 9.99% of the outstanding shares of Common Stock of the
Corporation. For the purposes of the proviso to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. The Holder may revoke the conversion limitation described in this
Paragraph upon 75 days prior notice to the Corporation. The Holder may allocate
which of the equity of the Corporation deemed beneficially owned by the Holder
shall be included in the 9.9% amount described above and which shall be
allocated to the excess above 9.99%.
(d) The Conversion Price determined pursuant to 4(b)(x) shall be subject
to
4
<PAGE>
adjustment from time to time as follows:
(i) In case the Corporation shall at any time (A) declare any
dividend or distribution on its Common Stock or other securities of the
Corporation other than the Series A Preferred Stock, (B) split or subdivide the
outstanding Common Stock, (C) combine the outstanding Common Stock into a
smaller number of shares, or (D) issue by reclassification of its Common Stock
any shares or other securities of the Corporation, then in each such event the
Conversion Price shall be adjusted proportionately so that the Holders of Series
A Preferred Stock shall be entitled to receive the kind and number of shares or
other securities of the Corporation which such Holders would have owned or have
been entitled to receive after the happening of any of the events described
above had such shares of Series A Preferred Stock been converted immediately
prior to the happening of such event (or any record date with respect thereto).
Such adjustment shall be made whenever any of the events listed above shall
occur. An adjustment made to the Conversion pursuant to this paragraph 4(d)(i)
shall become effective immediately after the effective date of the event
retroactive to the record date, if any, for the event.
(e) (i) In case of any merger of the Corporation with or into any other
corporation (other than a merger in which the Corporation is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, or change of the outstanding shares of Common Stock) then unless
the right to convert shares of Series A Preferred Stock shall have terminated,
as part of such merger lawful provision shall be made so that Holders of Series
A Preferred Stock shall thereafter have the right to convert each share of
Series A Preferred Stock into the kind and amount of shares of stock and/or
other securities or property receivable upon such merger by a Holder of the
number of shares of Common Stock into which such shares of Series A Preferred
Stock might have been converted immediately prior to such consolidation or
merger. Such provision shall also provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
paragraph (d) of this paragraph 4. The foregoing provisions of this paragraph
4(e) shall similarly apply to successive mergers.
(ii) In case of any sale or conveyance to another person or entity of
the property of the Corporation as an entirety, or substantially as an entirety,
in connection with which shares or other securities or cash or other property
shall be issuable, distributable, payable, or deliverable for outstanding shares
of Common Stock, then, unless the right to convert such shares shall have
terminated, lawful provision shall be made so that the Holders of Series A
Preferred Stock shall thereafter have the right to convert each share of the
Series A Preferred Stock into the kind and amount of shares of stock or other
securities or property that shall be issuable, distributable, payable, or
deliverable upon such sale or conveyance with respect to each share of Common
Stock immediately prior to such conveyance.
(f) Whenever the number of shares to be issued upon conversion of the
Series A Preferred Stock is required to be adjusted as provided in this
paragraph 4, the Corporation shall forthwith compute the adjusted number of
shares to be so issued and prepare a certificate setting forth such adjusted
conversion amount and the facts upon which such adjustment is based, and such
5
<PAGE>
certificate shall forthwith be filed with the Transfer Agent for the Series A
Preferred Stock and the Common Stock; and the Corporation shall mail to each
Holder of record of Series A Preferred Stock notice of such adjusted conversion
price.
(g) In case at any time the Corporation shall propose:
(i) to pay any dividend or distribution payable in shares upon its
Common Stock or make any distribution (other than cash dividends) to the Holders
of its Common Stock; or
(ii) to offer for subscription to the Holders of its Common Stock
any additional shares of any class or any other rights; or
(iii) any capital reorganization or reclassification of its shares or
the merger of the Corporation with another corporation (other than a merger in
which the Corporation is the surviving or continuing corporation and which does
not result in any reclassification, conversion, or change of the outstanding
shares of Common Stock); or
(iv) the voluntary dissolution, liquidation or winding-up of the
Corporation;
then, and in any one or more of said cases, the Corporation shall cause at least
fifteen (15) days prior notice of the date on which (A) the books of the
Corporation shall close or a record be taken for such stock dividend,
distribution, or subscription rights, or (B) such capital reorganization,
reclassification, merger, dissolution, liquidation or winding-up shall take
place, as the case may be, to be mailed to the Transfer Agent for the Series A
Preferred Stock and for the Common Stock and to the Holders of record of the
Series A Preferred Stock.
(h) So long as any shares of Series A Preferred Stock shall remain
outstanding and the Holders thereof shall have the right to convert the same in
accordance with provisions of this paragraph 4 the Corporation shall at all
times reserve from the authorized and unissued shares of its Common Stock a
sufficient number of shares to provide for such conversions.
(i) The term Common Stock as used in this paragraph 4 shall mean the
$.0001 par value Class A Common Stock of the Corporation as such stock is
constituted at the date of issuance thereof or as it may from time to time be
changed or shares of stock of any class of other securities and/or property into
which the shares of Series A Preferred Stock shall at any time become
convertible pursuant to the provisions of this paragraph 4.
(j) The Corporation shall pay the amount of any and all issue taxes (but
not income taxes) which may be imposed in respect of any issue or delivery of
stock upon the conversion of any shares of Series A Preferred Stock, but all
transfer taxes and income taxes that may be payable in respect of any change of
ownership of Series A Preferred Stock or any rights
6
<PAGE>
represented thereby or of stock receivable upon conversion thereof shall be paid
by the person or persons surrendering such stock for conversion.
(k) In the event a Holder shall elect to convert any shares of Series
A Preferred Stock as provided herein, the Corporation may not refuse conversion
based on any claim that such Holder or any one associated or affiliated with
such Holder has been engaged in any violation of law, or for any other reason
unless, an injunction from a court, on notice, restraining and or enjoining
conversion of all or part of said shares of Series A Preferred Stock shall have
been issued and the Corporation posts a surety bond for the benefit of such
Holder in the amount of 150% of the Stated Value of the Series A Preferred Stock
and dividends sought to be converted, which is subject to the injunction, which
bond shall remain in effect until the completion of arbitration/litigation of
the dispute and the proceeds of which shall be payable to such Holder in the
event it obtains judgment.
(l) In addition to any other rights available to the Holder, if the
Corporation fails to deliver to the Holder such certificate or certificates
pursuant to Section 4(c) by the Delivery Date and if after the Delivery Date the
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by such Holder of the Common Stock
which the Holder anticipated receiving upon such conversion (a "Buy-In"), then
the Corporation shall pay in cash to the Holder (in addition to any remedies
available to or elected by the Holder) the amount by which (A) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (B) the aggregate Stated Value of the shares
of Series A Preferred Stock for which such conversion was not timely honored,
together with interest thereon at a rate of 16% per annum, accruing until such
amount and any accrued interest thereon is paid in full (which amount shall be
paid as liquidated damages and not as a penalty). For example, if the Holder
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of $10,000 of Stated
Value of Series A Preferred Stock, the Corporation shall be required to pay the
Holder $1,000, plus interest. The Holder shall provide the Corporation written
notice indicating the amounts payable to the Holder in respect of the Buy-In.
5. Mandatory Conversion. The shares of Series A Preferred Stock and
--------------------
dividends may not be converted without the consent of the Holder.
6. Voting Rights. The shares of Series A Preferred Stock shall not have
-------------
voting rights.
7. Redemption. From and after the Effective Date of the Registration
----------
Statement as defined in Section 10.1(iv) of the Subscription Agreement entered
into by the Corporation and Holder (or Holder's predecessor) relating to the
Series A Preferred Stock ("Subscription Agreement"), the Corporation will have
the option, provided notice is given to the Holder within two Business Hours (as
defined hereinafter) of delivery of a Notice of Conversion ("Notice of
Redemption") of redeeming the Series A Preferred Stock ("Optional Redemption")
which is the subject of the Notice of Conversion, by paying to the Holder a sum
of money equal 125% of the Stated Value of the aggregate of the Series A
Preferred Stock being redeemed plus the dollar amount
7
<PAGE>
of accrued dividends on the Series A Preferred Stock being redeemed ("Redemption
Amount"). A Notice of Redemption may be given by the Company only if the
Conversion Price elected by the Holder is calculated pursuant to Section 4(b)(y)
of this Certificate of Designation . The date Notice of Redemption is given by
the Corporation is the "Redemption Date." A Notice of Redemption must be
accompanied by a certificate signed by the chief executive officer or chief
financial officer of the Corporation stating that the Corporation has on deposit
and segregated ready funds equal to the Redemption Amount. The Redemption Amount
must be paid in good funds to the Holder on the Delivery Date. In the event the
Corporation fails to pay the Redemption Amount by such Delivery Date, then the
Redemption Notice will be null and void with respect to the Series A Preferred
Stock for which the Redemption Amount had not been timely paid and the
Corporation will thereafter have no further right to effect an Optional
Redemption. Any Notice of Redemption must be given to all Holders of Series A
Preferred Stock in proportion to their holdings of Series A Preferred Stock on a
Redemption Date. Business Hour shall apply to the time period between 9:00 A.M.
and 5:00 P.M., Pacific Time, on a regular business day.
8. Event of Default. The occurrence of any of the following events of
----------------
default ("Event of Default") shall, after the applicable period to cure the
Event of Default, cause the dividend rate of 5% described in paragraph 2 hereof
to become 12% from and after the occurrence of such event, and the Holder shall
have the option to require the Corporation to redeem the Series A Preferred
Stock held by such Holder by the immediate payment to the Holder by the
Corporation of a sum of money equal to the number of shares that would be
issuable upon conversion of an amount of Stated Value and accrued dividends
designated by the Holder at the Conversion Price in effect as of the trading day
prior to the date notice is given to the Corporation by the Holder multiplied by
the average of the closing ask prices and closing bid prices of the
Corporation's Common Stock for the same days employed when determining such
Conversion Price:
(a) The Corporation fails to pay any dividend payment required to be
paid pursuant to the terms of paragraph 2 hereof or the failure to timely pay
any other sum of money due to the Holder from the Corporation and such failure
continues for a period of ten (10) days after written notice to the Corporation
from the Holder.
(b) The Corporation breaches any material covenant, term or condition
of the Subscription Agreement entered into between the Corporation and Holder
relating to Series A Preferred Stock ("Subscription Agreement") or in this
Certificate of Designation, and such breach continues for a period of seven (7)
days after written notice to the Corporation from the Holder.
(c) Any material representation or warranty of the Corporation made
in the Subscription Agreement, or in any agreement, statement or certificate
given in writing pursuant thereto shall be false or misleading.
(d) The Corporation or any of its subsidiaries shall make an
assignment of a substantial part of its property or business for the benefit of
creditors, or apply for or consent to the appointment of a receiver or trustee
for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed.
8
<PAGE>
(e) Any money judgment, confession of judgment, writ or similar
process shall be entered against the Corporation, a subsidiary of the
Corporation, or their property or other assets for more than $50,000, and is not
vacated, satisfied, bonded or stayed within 45 days.
(f) Bankruptcy, insolvency, reorganization or liquidation proceedings
or other proceedings or relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Corporation or any of
its subsidiaries.
(g) An order entered by a court of competent jurisdiction, or by the
Securities and Exchange Commission, or by the National Association of Securities
Dealers, preventing purchase and sale transactions in the Corporation's Common
Stock.
(h) The Corporation's failure to timely deliver Common Stock to the
Holder pursuant to paragraph 4 hereof or the Subscription Agreement.
(i) The occurrence of a Non-Registration Event as described in
Section 10.4 of the Subscription Agreement.
(j) The occurrence of an Approval Default as defined in Section
7.1(e) of the Subscription Agreement.
(k) Delisting of the Common Stock from the NASDAQ National Market or
such other principal exchange on which the Common Stock is listed for trading,
or notification that the Corporation is not in compliance with the conditions
for such continued listing.
9. Status of Converted or Redeemed Stock. In case any shares of Series A
-------------------------------------
Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the
shares so redeemed, converted, or reacquired shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series A Preferred Stock.
Dated: March 2, 2000
ADVANCED AERODYNAMICS & STRUCTURES, INC.
By: /s/ Carl L.Chen
----------------------------------
Carl L. Chen, President and CEO
9
<PAGE>
EXHIBIT A
---------
NOTICE OF CONVERSION
(To Be Executed By the Registered Holder in Order to Convert the Series A
Convertible Preferred Stock of Advanced Aerodynamics & Structures, Inc.)
The undersigned hereby irrevocably elects to convert $______________ of the
Stated Value of the above Series A Convertible Preferred Stock into shares of
Common Stock of Advanced Aerodynamics & Structures, Inc. (the "Corporation")
according to the conditions hereof, as of the date written below.
Date of Conversion:_______________________________________________
Applicable Conversion Price Per Share:________________________
Conversion Price Calculated Pursuant to:
Section 4(b)(x):_______________ or 4(b)(y):________________
The eight dates and closing prices employed are:
(1)_______________/$_______________ (2)_______________/$_____________
(3)_______________/$_______________ (4)_______________/$_____________
(5)_______________/$_______________ (6)_______________/$_____________
(7)_______________/$_______________ (8)_______________/$_____________
Number of Common Shares Issuable Upon This Conversion:____________
Signature:____________________________________________________________________
Print Name:___________________________________________________________________
Address:______________________________________________________________________
_____________________________________________________________________________
Deliveries Pursuant to this Notice of Conversion Should Be Made to:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
10
