EXHIBIT 3.3
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CERTIFICATE OF DESIGNATION
OF
PREFERRED STOCK
OF
CELERITY SYSTEMS, INC.
The undersigned officers of Celerity Systems, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "CORPORATION"), do hereby certify that, pursuant to authority
conferred by Certificate of Incorporation of the Corporation, as amended to
date, and pursuant to the provisions of Section l51(g) of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, by unanimous written consent on ________, 2001, adopted the
following resolution providing for certain powers, designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of certain shares of Series C Convertible
Preferred Stock, $0.001 par value:
"RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Corporation and in accordance with
the General Corporation Law of the State of Delaware and the
provisions of the Corporation's Certificate of
Incorporation, a Series C of the preferred stock, par value
$0.001 per share, of the Corporation is hereby created as
the Series C Convertible Preferred Stock, and that the
designation and number of shares thereof and the voting
powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and
the qualifications, limitations and restrictions thereof,
are as follows:
DESIGNATION OF
CONVERTIBLE PREFERRED STOCK
Section 1. DESIGNATION OF AMOUNT; RANKING. One hundred (100) shares of
the preferred stock shall be designated Series C Convertible Preferred Stock
(hereinafter the "SERIES C PREFERRED STOCK"). The SERIES C PREFERRED STOCK shall
rank junior to the Series A Preferred Stock and the Series B Preferred Stock and
senior to all other classes and series of equity securities of the Corporation
(collectively,. the "JUNIOR STOCK") with respect to dividend rights, rights of
redemption and rights of Liquidation (as hereinafter defined).
Section 2. DEFINITIONS. As used herein, the following terms shall have
the following meanings:
(a) "CLOSING" shall have the meaning ascribed thereto in the
Subscription Agreement.
(b) "COMMON STOCK" shall mean the common stock, par value
$0.001 per share, of the Corporation.
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(c) "EVENT OF BANKRUPTCY" shall mean any situation under Title
11 of the U.S. Code or any similar federal or state law for the relief or
debtors, whereby
(i) the Corporation:
(A) commences a voluntary case or proceeding;
(B) consents to the entry of an order for relief
against it in an involuntary case or proceeding;
(C) consents to the appointment of a custodian of
it or for all or substantially all of its
property;
(D) makes a general assignment for the benefit of
its creditors;
(E) files an answer or consent seeking
reorganization or relief; or shall generally not
pay its debts as such debts generally become due
or shall admit in writing its inability to pay its
debts generally; or
(ii) a court of competent jurisdiction enters an order or
decree that:
(A) is for relief against the Corporation as a
debtor in an involuntary case or proceeding;
(B) appoints a custodian of the Corporation or a
custodian for all or substantially all of its
properties; or
(C) orders the liquidation of the Corporation;
and in each case the order or decree remains unstayed
and in effect for 60 days.
(d) "EXCLUDED SECURITIES" shall mean:
(i) shares of Common Stock issued upon conversion of the
Series A Preferred Stock or the Series B Preferred Stock;
(ii) shares of Common Stock or securities exercisable
for, or exchangable or convertible into, Common Stock,
issued as a stock dividend or upon any stock split or
other subdivision or combination of the Common Stock; and
(iii) securities issued pursuant to the anti-dilution
rights of any holder of equity securities of the
Corporation.
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(e) "INITIAL RATE" shall mean the rate of 8% per annum on the
Original Issuance Price (subject to equitable adjustment to
reflect stock splits, stock dividends, stock combinations,
recapitalizations, and like occurrences with respect to the
Series C Preferred Stock).
(f) "JUNIOR STOCK" shall have the meaning attributed thereto in
Section 1 hereof.
(g) "LIQUIDATION" shall mean (i) any voluntary or involuntary
liquidation. dissolution or winding-up of the Corporation and
(ii) any Sale.
(h) "ORIGINAL ISSUANCE DATE" shall mean the Closing Date (as
defined in the Subscription Agreement).
(i) "ORIGINAL ISSUANCE PRICE" shall mean $_____ per share of
Series C Preferred Stock.
(j) "SALE" shall mean any sale of the Corporation, whether by
(i) sale, abandonment, transfer, lease, or deposition of all or
substantially all of the properties and assets of the
Corporation or any subsidiary thereof (other than to any
wholly-owned subsidiary of the Corporation), (ii) sale,
transfer or other disposition by the Corporation of its
securities representing in excess of 50% of the common stock
equivalent voting rights of the Corporation (on a fully diluted
basis) other than in a public offering or to existing
stockholders of the Corporation on a PRO RATA basis or (ii) the
merger or consolidation of the Corporation or any subsidiary
thereof with or into any other entity or entities (other than a
merger of the Corporation with and into a wholly owned
subsidiary of the Corporation or merger of a wholly-owned
subsidiary of the Corporation with and into the Coloration, in
each instance with no other change in the beneficial ownership
of the Corporation).
(k) "SERIES C ACCRUED DIVIDENDS" shall mean (whether or not
there shall have been net profits or net assets of the
Corporation legally available for the payment of dividends)
that amount which shall be equal to dividends at the full rate
fixed for the Series C Preferred Stock as provided herein (plus
any other dividends or distributions declared or required to be
paid on the Series C Preferred Stock which remain unpaid) for
the period of time elapsed from the Original Issuance Date to
the date as of which Series C Accrued Dividends are to be
computed less an amount equal to all dividends paid on the
Series C Preferred Stock during such period.
(l) "SUBSCRIPTION" shall mean the applicable Subscription
Agreement between the Corporation and any holder of the Series
C Preferred Stock.
(m) "TRIGGER EVENT" shall mean any of the following:
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(i) a breach by the Corporation of any representation
or warranty within the Subscription Agreement, which
breach has a material adverse effect upon the
Corporation and its subsidiaries, taken as a whole;
(ii) the Corporation defaults in any material manner in
the performance of any covenant within the Subscription
Agreement which default is not cured within thirty (30)
days following written notice thereof;
(iii) the Corporation defaults or fails to make
payments when due under any mortgage, indenture, or
instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for
money borrowed by the Corporation or any of its
subsidiaries, which default or failure to make payments
is not cured within the grace period provided in such
indebtedness (a "Payment Default") and the principal
amount of any such indebtedness, together with the
principal amount of any other such indebtedness under
which there has been a Payment Default, aggregate
$1,000,000 or more;
(iv) any Event of Bankruptcy; or
(v) the Corporation fails to comply with Section 5
hereof
(n) "TRIGGER EVENT RATE" shall mean the rate of 8% per annum on
the Original Issuance Price (subject to equitable adjustment to
reflect stock splits, stock dividends, stock combinations,
recapitalizations, and like occurrences with respect to the
Series C Preferred Stock).
Section 3. DIVIDENDS.
(a) The holder of each share of Series C Preferred Stock shall
be entitled to receive in each fiscal year preferential dividends in cash at the
Initial Rate when and as declared by the Board of Directors of the Corporation,
out of funds legally available for that purpose; provided, however, that upon
the occurrence of a Trigger Event and for so long as such Trigger Event remains
in existence, the holder of each share of Series C Preferred Stock shall be
entitled to receive in each fiscal year or portion thereof preferential
dividends in cash at the Trigger Event Rate when and as declared by the Board of
Directors of the Corporation, out of funds legally available for the purpose.
Each share of Series C Preferred Stock shall rank junior to the Series A
Preferred Stock and Series B Preferred Stock senior to the Junior Stock, with
respect to dividends, and no dividends shall be declared or paid or set apart
for payment on any share of Junior Stock unless at such time there shall not be
any Series C Accrued Dividends. Dividends shall be payable to the holders of
record of the Series C Preferred Stock as they appear on the stock ledger of the
Corporation on the date (a "Record Date") fixed by the Board of Directors of the
Corporation, which Record Date shall not be more than 60 days preceding the
relevant dividend payment date and shall not precede the date on which the
resolution fixing such Record Date shall have been adopted.
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(b) In addition to the dividends set forth in paragraph (a)
above, in the event that the Corporation shall declare a cash dividend on shares
of Common Stock, the holder of each share of Series C Preferred Stock shall be
entitled to receive a cash dividend, simultaneously with and in an amount equal
to the amounts paid to the holder of each share of Common Stock PROVIDED,
HOWEVER. that for the purpose of calculating the amounts due per share of Series
C Preferred Stock under this paragraph (b), each share of Series C Preferred
Stock shall be deemed to be that number of shares of Common Stock into which
such share of Series C Preferred Stock was convertible as of the Record Date
fixed for the determination of the holders of Common Stock entitled to receive
such dividends.
(c) In addition to dividends set forth in paragraph (a) above,
in the event that the Corporation shall declare a non-cash dividend or
distribution upon its Common Stock including, without limitation, any
distribution of capital stock (other than Common Stock) of the Corporation,
stock or other securities of other persons, evidences of indebtedness issued by
the Corporation or other persons other assets or options or rights (excluding
options to purchase and rights subscribed for Common Stock or other securities
of the Corporation convertible into or exchangeable for Common Stock), the
holders of Series C Preferred Stock shall be entitled to a proportionate share
of any such distribution as though they were the holders of the number of shares
of Common Stock into which their shares of Series C Preferred Stock were
convertible as of the Record Date fixed for the determination of the holders of
Common Stock entitled to receive such distribution.
(d) All dividends declared upon the Series C Preferred Stock
shall be declared pro rata per share.
Section 4. LIQUIDATION.
(a) In the event of any Liquidation, the assets of the
Corporation available for distribution to its stockholders, whether from
capital, surplus or earnings, shall be distributed in the following order of
priority:
(i) The holder of each share of Series C Preferred
Stock which is not converted into Common Stock on or prior to
the Liquidation, shall be entitled to receive, after any
distribution to any holder of any share of Series A Preferred
Stock and Series B Preferred Stock, and prior and in
preference to any distribution to any holder of any share of
Junior Stock, an amount per share equal to the greater of (i)
the Original Issuance Price (subject to equitable adjustment
to reflect stock splits. stock dividends, stock combinations,
recapitalizations and like occurrences with respect to the
Series C Preferred Stock) plus any Series C Accrued Dividends
or (ii) the amount such holders would at such time receive in
such Liquidation if they converted the Series C Preferred
Stock into Common Stock (without any requirements to so
convert). If the assets of the Corporation available for
distribution to the holders of Series C Preferred Stock shall
be insufficient to permit the payment of the full preferential
amount set forth in this clause (i) then the holders of Series
C Preferred Stock shall share ratably in any distribution of
the assets of the Corporation based on the respective amounts
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which would be payable to them in respect of the shares held
by them upon such distribution pursuant to this clause (i) if
all amounts payable on or with respect to such shares were
paid in full.
(ii) After distribution to the holders of the Series
C Preferred Stock of the full preferential amount set for in
clause (i) above, the remaining assets of the Corporation
available for distribution, if any, to the stockholders of the
Corporation shall be distributed to the holders of shares of
Junior Stock pro rata based on their respective shareholdings.
(b) The Corporation shall mail a written notice of the
Liquidation to each holder of record of shares of Series C Preferred Stock, at
his, her or its post office address last shown on the records of the
Corporation, not less than 30 days prior to the date on which the Liquidation is
to be consummated (the "Liquidation Date"). Anything contained herein to the
contrary notwithstanding the holders of Series C Preferred Stock shall have the
right, exercisable at any time up to the Liquidation Date to convert all or any
part of such shares into shares of Common Stock subject to and in accordance
with Section 7 hereof.
Section 5. REDEMPTION.
(a) In accordance with Section 5(b) and subject to Section
5(d), the Corporation shall offer to redeem, to the extent of funds legally
available therefor, on the second anniversary of the Original Issuance Date for
any shares of Series C Preferred Stock (the "Redemption Date"), from each holder
of such shares of Series C Preferred Stock, such shares of Series C Preferred
Stock then outstanding and held of record by such holder of Series C Preferred
Stock, at a per share price equal to the Original Issuance Price (subject to
equitable adjustment to reflect stock splits, stock dividends, stock
combinations, recapitalizations, and like occurrences with respect to the Series
C Preferred Stock), plus the Series C Accrued Dividends, if any, through the
date of redemption (collectively, the "Redemption Price").
(b) The Corporation shall mail written notice of the
redemption offer to each holder of record of shares of Series C Preferred Stock
at his post office address of last shown on the records of the Corporation, not
less than 45 stays nor more than 60 days prior to the Redemption Date, stating:
(i) the number of shares of Series C Preferred Stock
held by the holders as of the date of such notice;
(ii) the Redemption Date and the Redemption Price;
and
(iii) that the holder may surrender to the
Corporation, in the manner and at the place
designated, the certificate or certificates
representing any shares of Series C Preferred Stock
which such holder elects to have redeemed.
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Within 30 days of the date of such notice from the Corporation each holder of
Series C Preferred Stock may provide written notice (a "Redemption Notice") to
the Corporation, stating such holders intention to accept the offer set forth in
the notice received from the Corporation and the number of shares of Series C
Preferred Stock which such holder elects to have redeemed.
(c) If a Redemption Notice is received by the Corporation from
any holder of Series C Preferred Stock in accordance with paragraph (b) above,
then on the Redemption Date the Corporation shall pay, to the extent of funds
legally available therefore, each such holder of Series C Preferred Stock (upon
actual delivery to the Corporation or its agent of the certificate or
certificates representing the shares of Series C Preferred Stock which such
holder elects to have redeemed, as specified in the Redemption Notice) the full
amount of the Redemption Price for such shares. If the funds legally available
for redemption of the Series C Preferred Stock shall be insufficient to permit
the redemption, at the Redemption Price, of all of the shares for which the
holders thereof have elected to seek redemption pursuant to this Section 5(c),
then the Corporation shall, to the extent funds are or become legally available,
redeem shares of Series C Preferred Stock delivered pursuant to this paragraph
pro rata among the holders who have elected to redeem shares based upon the
total number of shares of Series C Preferred Stock for which redemption has been
requested.
(d) Anything contained herein to the contrary notwithstanding,
the holders of Series C preferred Stock shall have the right, exercisable at any
time up to the close of business on the Redemption Date to convert all or any
part of such, shares into shares of Common Stock; subject to and in accordance
with Section 7 hereof.
Section 6. VOTING.
(a) In addition to the rights hereinafter specified in this
Section 6 and any other rights provided by law or the By-laws of the
Corporation, each share of Series C Preferred Stock shall entitle the holder
thereof to such number of votes per share as shall equal the number of shares of
Common Stock (rounded to the nearest whole number) which would be obtained upon
the conversion of such share of Series C Preferred Stock at the time in question
(assuming for such purposes that such shares was then convertible) as provided
in Section 7 hereof, and shall further entitle the holder thereof to vote on all
matters as to which holders of Common Stock shall be entitled to vote (with the
number of votes specified in this Section 6(a)), together with such holders of
Common Stock as one class and in the same manner and with the same effect as
such holders of Common Stock.
Section 7. CONVERSION.
(a) (i) From and after the Original Issuance Date, each holder
of Series C Preferred Stock shall have the right, at such holder's option, at
any time or from time to time to convert any of such shares into such whole
number of fully paid and nonassessable shares of Common Stock as is equal to the
quotient obtained by dividing (A) the Original Issuance Price multiplied by the
number of shares of Series C Preferred Stock being converted by (B) the Series C
Conversion Price (as defined in clause (ii) below), as last adjusted pursuant to
Section 8 hereof and then in effect, for the shares of Series C Preferred Stock
being converted, by surrender of the certificates representing the shares of
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Series C Preferred Stock so to be converted in the manner provided in paragraph
(b) below.
(ii) For the purpose of determining the interest of
the holders of Series C Preferred Stock in the shares
of Common Stock underlying such shares of Series C
Preferred Stock (whether for the purpose of
determining the holders' ratable interest in
dividends, distributions of Liquidation, voting
rights, or for the purposes of determining the
interest of the holders in Common Stock for the
purposes of the Subscription Agreement or any
agreements related thereto), the "Series C Conversion
Price" shall be deemed initially to be $0.04 and
shall be subject to adjustment pursuant to the
provisions of Section 8 hereof.
(b) Each holder of shares of Series C Preferred Stock may
exercise the conversion right pursuant to paragraph (a) above as to any part
hereof by delivering to the Corporation during regular business hours, at the
office of the Corporation or any transfer agent of the Corporation, the
certificate or certificates for the shares to be converted, duly endorsed or
assigned in blank or to the Corporation (if required by it), accompanied by
written notice stating that the holder elects to convert such shares and stating
the name or names (with address) in which the certificate or certificates for
the shares of Common Stock are to be issued. Conversion shall be deemed to have
been effected on the dated when the aforesaid delivery is made (the "Conversion
Date"). As promptly as practicable thereafter the Corporation shall issue and
deliver to such holder or upon the written order of such holder, to the place
designated by such holder, a certificate to which such holder is entitled and a
check or cash in receipt of any fractional interest in a share of Common Stock
as provided in paragraph (c) below. The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have become a
Common Stockholder of record on the applicable Conversion Date unless the
transfer books of the Corporation are closed on that date, in which event such
person shall be deemed to have become a Common Stock holder of record on the
next succeeding date on which the transfer books are open, but the respective
Series C Conversion Price shall be that in effect on the Conversion Date. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Series C Preferred Stock surrendered for conversion, the
Corporation shall issue and deliver to or upon the written order of the holder
of certificate so surrendered for conversion, at the expense of the Corporation,
a new certificate covering the number of shares of Series C Preferred Stock
representing the unconverted portion of the certificate so surrendered, which
new certificate shall entitle the holder thereof to dividends on the shares of
Series C Preferred Stock represented thereby to the same extent as if the
portion of the certificate theretofore covering such unconverted shares had not
been surrendered for conversion.
(c) No fractional shares of Common Stock or scrip shall be
issued upon conversion of shares of Series C Preferred Stock. If more that one
share of Series C Preferred Stock shall be surrendered for conversion at any one
time by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series C Preferred Stock so surrendered. Instead of any fractional
shared of Common Stock which would otherwise be issuable upon conversion of any
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shares of Series C Preferred Stock the Corporation shall pay a cash adjustment
in respect of such fractional interest in an amount equal to the then fair
market value (as determined in good faith by the Board of Directors of the
Corporation) of a share of Common Stock multiplied by such fractional interest.
Fractional interest shall not be entitled to dividends, and the holders of
fractional interests shall not be entitled to dividends, and the holders of
fractional interest shall not be entitled to any rights as stockholders of the
Corporation in respect of such fractional interest.
(d) Upon conversion of any shares of Series C Preferred Stock,
all accrued dividends with respect to such shares shall be forfeited to the
Corporation.
(e) Should there be an insufficient number of shares of Common
Stock available at the time shares of the Series C Preferred Stock are offered
for conversion, the conversion period shall be extended by an amount equal to
the days elapsed since the Closing. Date.
Section 8. ADJUSTMENTS TO CONVERSION PRICE.
(a) If, at any time after the Original Issuance Date, the
number of shares of Common Stock outstanding is increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split-up of shares of
Common Stock, then, following the Record Date fixed for the determination of
holders of Common Stock entitled to receive such stock dividend, subdivision of
split-up, the Conversion Price for such series shall be appropriately decreased
so that the number of shares of Common Stock issuable on conversion of each
share of Series C Preferred Stock shall be increased in proportion to such
increase in outstanding shares.
(b) If, at any time after the Original Issuance Date, the
number of shares or Common Stock outstanding is decreased by a combination of
the outstanding shares of Common Stock, then, following the Record Date for such
combination, the Conversion Price for such series shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
each share of Series C Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares.
(c) In case, at any time after the Original Issuance Date, of
any capital reorganization, or any reclassification of the stock of the
Corporation (other than a change in par value or from par value to no par value
or from no pr value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares) or the consolidation or merger
of the Corporation with or into any other person or entity (other than a
consolidation or merger in which the Corporation is the continuing corporation
and which does not result in any change in the Common Stock) or of the sale or
other disposition of all of substantially all the properties and assets of the
Corporation to any other person or entity, each share of Series C Preferred
Stock shall after such reorganization, reclassification, consolidation, merger,
sale or other disposition be convertible into the kind and number of shares of
stock or other securities or property of the Corporation or of the corporation
resulting from such consolidation or surviving such merger or to which such
properties and assets shall have been sold or otherwise disposed to which the
holder of the number of shares of Common Stock deliverable (immediately prior to
the time of conversion, me such reorganization, reclassification, consolidation,
merger, sale or other disposition) upon conversion of such shares would have
been entitled upon such reorganization, reclassification consolidation, merger,
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sale or other disposition. The provisions of Section 7 and this Section 8 shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales or other dispositions.
(i) All calculations pursuant to this Section 8 shall
be made to the nearest one-tenth (1/10) of a cent. No
adjustment of the Series C Conversion Price shall be
made in an amount less than one-tenth (1/10) of a
share, and any such lesser adjustment shall be
carried forward and shall be made at the time and
together with the next subsequent adjustment which
together with any adjustments so carried forward
shall amount to $0.10 per share or more.
(ii) In the event the provisions of this Section 8
shall require that an adjustment shall become
effective immediately after a Record Date for an
event, the Corporation may defer until the occurrence
of such event (i) issuing to the holder of any share
of Series C Preferred Stock converted after such
Record Date and before the occurrence of such event
the additional shares of capital stock issuable upon
such conversion by reason of the adjustment required
by such event over and above the shares of capital
stock issuable upon such conversion before giving
effect to such adjustment; and (ii) paying to such
holder any amount in cash in lieu of a fractional
share of capital stock pursuant to Section 7(c).
(iii) Whenever a Conversion Price shall be adjusted
as provided in this Section 8, the Corporation shall
forthwith file, at the office of Corporation or any
transfer agent designated by the Corporation for the
Series C Preferred Stock, a statement, signed by its
chief financial officer, certifying the facts
acquiring such adjustment and the Conversion Price
then in effect. The Corporation shall also cause a
copy of such statement to be sent by first class
certified mail, return receipt requested, postage
prepaid, to each holder of Series C Preferred Stock
at such holder's address appearing on the
Corporation's records. Where appropriate, such copy
may be given in advance and may be included as part
of a notice required to be mailed under the
provisions of paragraph (iv) below.
(iv) In the event the Corporation shall propose to
take any action of the types described in Section
8(a), then the Corporation shall give notice to each
holder of Series C Preferred Stock in the manner set
forth in this Section 8(iv), which notice shall
specify the Record Date, if any, with respect to any
such action and the date on which such action is to
take place. Such notice shall also set forth such
facts with respect thereto as shall be reasonably
necessary to indicate the effect of such action (to
the extent such effect may he known at the date of
such notice) on the Conversion Price and the number,
kind or class of shares or other securities or
property which shall be deliverable or purchasable
upon the occurrence of such action or deliverable
upon conversion of shares of Series C Preferred
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Stock. In the event any action requires the fixing of
a Record Date, such notice shall be given at least 10
days prior to the date so fixed, and in case of all
other actions, such notice shall be given at least 10
days prior to the taking of any such proposed action.
Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such
action.
(v) The Corporation shall pay all documentary, stamp
or other transactional taxes attributable to the
issuance or delivery of shares of capital stock of
the Corporation upon conversion of any shares of
Series C Preferred Stock.
(vi) The Coronation shall use commercially reasonable
efforts to reserve, free from preemptive rights, out
of its authorized but unissued shares of Common Stock
solely for the purpose of effecting the conversion of
the shares of Series C Preferred Stock sufficient
shares to provide for the conversion of all
outstanding shares of Series C Preferred Stock and
all shares of Series C Preferred Stock issuable upon
the exercise of any option, warrant or other security
which is convertible into or exercisable into shares
of Series C Preferred Stock.
(vii) All shares of Common Stock which may be issued
in connection with the conversion provisions as forth
herein will, upon issuance by the Corporation, be
validly issued, fully paid and nonassessable, with no
personal liability attaching to the ownership
thereof, and free from all taxes, liens or charges
with respect thereto."
IN WITNESS WHEREOF, Celerity Systems, Inc. has caused this Certificate
of Designation to be duly executed by its President and attested by its
Secretary as of the ------- day of October, 2001.
CELERITY SYSTEMS, INC.
By:-------------------------------
Name: Kenneth D. Van Meter
Title: President/CEO
ATTEST:
By:-------------------------------
Name: ------------------------
Title: Secretary