CERTIFICATE OF DETERMINATION
OF RIGHTS, PREFERENCES AND PRIVILEGES
OF
THE SERIES A PREFERRED STOCK
OF
AMERIGON INCORPORATED
Pursuant to the Provisions of Section 401 of the
General Corporation Law of the State of California
The undersigned, Lon E. Bell and Sandra L. Grouf,
the Chairman of the Board and Assistant Secretary,
respectively, of Amerigon Incorporated, a California corporation
(the "Corporation"), do hereby certify as follows:
A. That the following resolution designates nine
thousand shares of Series A Preferred Stock, and that as of the
date hereof, no shares of Series A Preferred Stock have been
issued or are outstanding.
B. That the Board of Directors of the Corporation,
pursuant to the authority so vested in it by the Articles of
Incorporation of the Corporation and in accordance with the
provisions of Section 401 of the General Corporation Law of the
State of California, adopted the following resolution creating a
series of Preferred Stock designated as "Series A Preferred
Stock":
WHEREAS, THE ARTICLES OF INCORPORATION OF THIS
CORPORATION AUTHORIZE THE ISSUANCE OF ONE OR MORE SERIES OF
PREFERRED STOCK ("PREFERRED STOCK") OF THE CORPORATION AND
AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THE RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR
IMPOSED UPON ANY WHOLLY UNISSUED SERIES OF PREFERRED STOCK
AND TO FIX THE NUMBER OF SHARES OF SUCH SERIES;
NOW, THEREFORE, BE IT RESOLVED, THAT PURSUANT TO THE
AUTHORITY EXPRESSLY GRANTED TO AND VESTED IN THE BOARD OF
DIRECTORS OF THE CORPORATION PURSUANT TO THE ARTICLES OF
INCORPORATION, THERE IS HEREBY CREATED ONE SERIES OF
PREFERRED STOCK, WITHOUT PAR VALUE, OF THE CORPORATION WHICH
SHALL BE DESIGNATED "SERIES A PREFERRED STOCK." THE NUMBER
OF SHARES OF SERIES A PREFERRED STOCK AUTHORIZED FOR
ISSUANCE IS NINE THOUSAND. IN ADDITION TO THOSE SET FORTH
IN THE ARTICLES OF INCORPORATION OF THE CORPORATION, THE
SERIES A PREFERRED STOCK SHALL HAVE THE POWERS AND
PREFERENCES, THE RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
SET FORTH BELOW:
1. Dividend Provisions. Subject to the rights of
series of Preferred Stock which may from time to time come into
existence, the holders of shares of Series A Preferred Stock
shall be entitled to receive dividends, out of any assets legally
available therefor, in an amount equal to the dividends that
would be paid on the outstanding Class A Common Stock of the
corporation into which the Series A Preferred Stock is
convertible on an as converted basis, payable when, as and if
declared by the Board of Directors.
2. Liquidation Preference.
(a) In the event of any liquidation, dissolution or
winding up of this corporation, either voluntary or involuntary,
subject to the rights of series of Preferred Stock that may from
time to time come into existence, the holders of Series A
Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this
corporation to the holders of Common Stock by reason of their
ownership thereof, an amount per share equal to the sum of (i)
$1,000 for each outstanding share of Series A Preferred Stock
(the "Original Series A Issue Price"), (ii) an amount equal to 7%
of the Original Series A Issue Price annually, but only until the
fourth anniversary of the issuance of the Series A Preferred
Stock, and (iii) an amount equal to any declared but unpaid
dividends on such share (the amounts in (ii) and (iii) being
referred to herein as the "Premium"). If upon the occurrence of
such event, the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be insufficient to
permit the payment to such holders of the full aforesaid
preferential amounts, then, subject to the rights of series of
Preferred Stock that may from time to time come into existence,
the entire assets and funds of the corporation legally available
for distribution shall be distributed ratably among the holders
of the Series A Preferred Stock in proportion to the amount of
such stock owned by each such holder.
(b) Upon the completion of the distribution required
by subparagraph (a) of this Section 2 and any other distribution
that may be required with respect to series of Preferred Stock
that may from time to time come into existence, if assets remain
in this corporation, the holders of the Common Stock of this
corporation, shall receive all of the remaining assets of the
corporation.
(c)(i) For purposes of this Section 2, a
liquidation, dissolution or winding up of this corporation shall
be deemed to be occasioned by, or to include, (A) the acquisition
of the corporation by another entity by means of any transaction
or series of related transactions (including, without limitation,
any reorganization, merger or consolidation but, excluding any
merger effected exclusively for the purpose of changing the
domicile of the corporation); or (B) a sale of all or
substantially all of the assets of the corporation; unless the
corporation's shareholders of record as constituted immediately
prior to such acquisition or sale will, immediately after such
acquisition or sale (by virtue of securities issued as
consideration for the corporation's acquisition or sale or
otherwise) hold at least 50% of the voting power of the surviving
or acquiring entity.
(ii) In any of such events, if the consideration
received by the corporation is other than cash, its value will be
deemed its fair market value. Any securities shall be valued as
follows:
(A) Securities not subject to investment
letter or other similar restrictions on free marketability:
(1) If traded on a securities exchange
or on the NASDAQ National Market, the value shall be deemed to be
the average of the closing prices of the securities on such
exchange over the thirty-day period ending three (3) days prior
to the closing;
(2) If actively traded over-the-counter
or on NASDAQ (other than on the National Market), the value shall
be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the thirty-day period ending three
(3) days prior to the closing; and
(3) If there is no active public
market, the value shall be the fair market value thereof, as
determined in good faith by the Board of Directors of the
corporation.
(B) The method of valuation of securities
subject to investment letter or other restrictions on free
marketability (other than restrictions arising solely by virtue
of a shareholder's status as an affiliate or former affiliate)
shall be to make an appropriate discount from the market value
determined as above in (A) (1), (2) or (3) to reflect the
approximate fair market value thereof, as determined in good
faith by the Board of Directors of the corporation.
(iii) In the event the requirements of this
subsection 2(c) are not complied with, this corporation shall
forthwith either:
(A) cause such closing to be postponed until
such time as the requirements of this Section 2 have been
complied with; or
(B) cancel such transaction, in which event
the rights, preferences and privileges of the holders of the
Series A Preferred Stock shall revert to and be the same as such
rights, preferences and privileges existing immediately prior to
the date of the first notice referred to in subsection 2(c)(iv)
hereof.
(iv) The corporation shall give each holder of
record of Series A Preferred Stock written notice of such
impending transaction not later than twenty (20) days prior to
(A) the date of the shareholders' meeting called to approve such
transaction, (B) the effective date of a written consent of the
shareholders to approve the transaction, or (C) the closing of
such transaction, whichever is earlier, and shall also notify
such holders in writing of the final approval of such
transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and
the provisions of this Section 2, and the corporation shall
thereafter give such holders prompt notice of any material
changes relating to the transaction. The transaction shall in no
event take place sooner than twenty (20) days after the
corporation has given the first notice provided for herein or
sooner than ten (10) days after the corporation has given notice
of any material changes provided for herein; provided, however,
that such periods may be shortened upon the written consent of
the holders of Preferred Stock that are entitled to such notice
rights or similar notice rights and that represent at least a
majority of the voting power of all then outstanding shares of
such Preferred Stock.
3. Redemption.
(a) Subject to the rights of series of Preferred Stock
which may from time to time come into existence, on or at any
time after January 1, 2003, this corporation may at any time it
may lawfully do so, at the option of the Board of Directors,
redeem in whole or in part the Series A Preferred Stock (such
date of redemption is referred to herein as the "Series A
Redemption Date") by paying in cash therefor a sum equal to the
Original Series A Issue Price plus the Premium, as adjusted for
any stock dividends, combinations or splits with respect to such
shares (the "Series A Redemption Price"); provided, however, that
this corporation may only redeem shares of Series A Preferred
Stock hereunder if the average of the closing prices of the Class
A Common Stock as reported by Nasdaq (or such other exchange or
market on which the shares are then traded) for the sixty trading
days preceeding the date the notice of redemption is given in
accordance with subsection (b) is at least 4 times greater than
the then applicable Conversion Price (as defined in Section 4(a)
below). Any redemption effected pursuant to this subsection
(3)(a) shall be made on a pro rata basis among the holders of the
Series A Preferred Stock in proportion to the number of shares of
Series A Preferred Stock then held by them.
(b) As used herein and in subsection (3)(c) and (d)
below, the term "Redemption Date" shall refer to each "Series A
Redemption Date" and the term "Redemption Price" shall refer to
each "Series A Redemption Price." Subject to the rights of
series of Preferred Stock which may from time to time come into
existence, at least fifteen (15) but no more than thirty (30)
days prior to each Redemption Date, written notice shall be
mailed, first class postage prepaid, to each holder of record (at
the close of business on the business day next preceding the day
on which notice is given) of the Series A Preferred Stock to be
redeemed, at the address last shown on the records of this
corporation for such holder, notifying such holder of the
redemption to be effected, specifying the number of shares to be
redeemed from such holder, the Redemption Date, the Redemption
Price, the place at which payment may be obtained and calling
upon such holder to surrender to this corporation, in the manner
and at the place designated, his, her or its certificate or
certificates representing the shares to be redeemed (the
"Redemption Notice"). Except as provided in subsection (3)(c) on
or after the Redemption Date, each holder of Series A Preferred
Stock to be redeemed shall surrender to this corporation the
certificate or certificates representing such shares, in the
manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price of such shares shall be payable to
the order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered
certificate shall be cancelled. In the event less than all the
shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
(c) From and after the Redemption Date, unless there
shall have been a default in payment of the Redemption Price,
all rights of the holders of shares of Series A Preferred Stock
designated for redemption in the Redemption Notice as holders
of Series A Preferred Stock (except the right to receive the
Redemption Price without interest upon surrender of their
certificate or certificates) shall cease with respect to such
shares, and such shares shall not thereafter be transferred on
the books of this corporation or be deemed to be outstanding for
any purpose whatsoever. Subject to the rights of series of
Preferred Stock which may from time to time come into existence,
if the funds of the corporation legally available for redemption
of shares of Series A Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares of Series A
Preferred Stock to be redeemed on such date, those funds which
are legally available will be used to redeem the maximum possible
number of such shares ratably among the holders of such shares to
be redeemed based upon their holdings of Series A Preferred
Stock. The shares of Series A Preferred Stock not redeemed shall
remain outstanding and entitled to all the rights and preferences
provided herein. Subject to the rights of series of Preferred
Stock which may from time to time come into existence, at any
time thereafter when additional funds of the corporation are
legally available for the redemption of shares of Series A
Preferred Stock, such funds will immediately be used to redeem
the balance of the shares which the corporation has become
obliged to redeem on any Redemption Date but which it has not
redeemed.
(d) On or prior to each Redemption Date, this
corporation shall deposit the Redemption Price of all shares of
Series A Preferred Stock designated for redemption in the
Redemption Notice, and not yet redeemed or converted, with a bank
or trust corporation having aggregate capital and surplus in
excess of $100,000,000 as a trust fund for the benefit of the
respective holders of the shares designated for redemption and
not yet redeemed, with irrevocable instructions and authority to
the bank or trust corporation to publish the notice of redemption
thereof and pay the Redemption Price for such shares to their
respective holders on or after the Redemption Date, upon receipt
of notification from the corporation that such holder has
surrendered his, her or its share certificate to the corporation
pursuant to subsection (3)(b) above. As of the date of such
deposit (even if prior to the Redemption Date), the deposit shall
constitute full payment of the shares to their holders, and from
and after the date of the deposit the shares so called for
redemption shall be redeemed and shall be deemed to be no longer
outstanding, and the holders thereof shall cease to be
shareholders with respect to such shares and shall have no rights
with respect thereto except the rights to receive from the bank
or trust corporation payment of the Redemption Price of the
shares, without interest, upon surrender of their certificates
therefor, and the right to convert such shares as provided in
Section 4 hereof. Such instructions shall also provide that any
moneys deposited by the corporation pursuant to this subsection
(3)(d) for the redemption of shares thereafter converted into
shares of the corporation's Common Stock pursuant to Section 4
hereof prior to the Redemption Date shall be returned to the
Corporation forthwith upon such conversion. The balance of any
moneys deposited by this corporation pursuant to this subsection
(3)(d) remaining unclaimed at the expiration of two (2) years
following the Redemption Date shall thereafter be returned to
this corporation upon its request expressed in a resolution of
its Board of Directors.
4. Conversion. The holders of the Series A Preferred
Stock shall have conversion rights as follows (the "Conversion
Rights"):
(a) Right to Convert. Each share of Series A
Preferred Stock shall be convertible, at the option of the holder
thereof, at any time after the date of issuance of such share and
on or prior to the fifth day prior to the Redemption Date, if
any, as may have been fixed in any Redemption Notice with respect
to the Series A Preferred Stock, at the office of this
corporation or any transfer agent for such stock, into such
number of fully paid and nonassessable shares of Class A Common
Stock as is determined by dividing the Original Series A Issue
Price by the conversion price ("Conversion Price") applicable to
such share, determined as hereafter provided, in effect on the
date the certificate is surrendered for conversion. The initial
Conversion Price per share for shares of Series A Preferred Stock
shall be $1.675; provided, however, that the Conversion Price for
the Series A Preferred Stock shall be subject to adjustment as
set forth in subsection 4(d).
(b) Automatic Conversion. Each share of Series A
Preferred Stock shall automatically be converted into shares of
Class A Common Stock at the Conversion Price at the time in
effect for such Series A Preferred Stock immediately upon the
date specified by written consent or agreement of the holders of
a majority of the then outstanding shares of Series A Preferred
Stock.
(c) Mechanics of Conversion. Before any holder of
Series A Preferred Stock shall be entitled to convert the same
into shares of Class A Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the
office of this corporation or of any transfer agent for the
Series A Preferred Stock, and shall give written notice to
this corporation at its principal corporate office, of the
election to convert the same and shall state therein the
name or names in which the certificate or certificates for
shares of Class A Common Stock are to be issued. This
corporation shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Series A Preferred
Stock, or to the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Class A Common Stock
to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Class A
Common Stock issuable upon such conversion shall be treated
for all purposes as the record holder or holders of such
shares of Class A Common Stock as of such date. If the
conversion is in connection with an underwritten offering
of securities registered pursuant to the Securities Act
of 1933, the conversion may, at the option of any holder
tendering Series A Preferred Stock for conversion, be
conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Class A Common Stock
upon conversion of the Series A Preferred Stock shall not
be deemed to have converted such Series A Preferred Stock until
immediately prior to the closing of such sale of securities.
(d) Conversion Price Adjustments of Preferred Stock for
Certain Dilutive Issuances, Splits and Combinations. The
Conversion Price of the Series A Preferred Stock shall be
subject to adjustment from time to time as follows:
(i) In the event the corporation should at any time
or from time to time after the date upon which any shares of
Series A Preferred Stock were first issued (the "Purchase Date"
with respect to such series) fix a record date for the
effectuation of a split or subdivision of the outstanding shares
of Class A Common Stock or the determination of holders of Class
A Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Class A Common
Stock without payment of any consideration by such holder for
the additional shares of Class A Common Stock, then, as of such
record date (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the Conversion Price of
the Series A Preferred Stock shall be appropriately decreased so
that the number of shares of Class A Common Stock issuable on
conversion of each share of such series shall be increased in
proportion to such increase of the aggregate of shares of Class
A Common Stock outstanding. In the event the corporation shall
declare or pay, without consideration, any dividend on the Class
A Common Stock payable in any right to acquire Class A Common
Stock for no consideration, then the corporation shall be deemed
to have made a dividend payable in Class A Common Stock in an
amount of shares equal to the maximum number of shares issuable
upon exercise of such rights to acquire Class A Common Stock.
(ii) If the number of shares of Class A Common Stock
outstanding at any time after the Purchase Date is decreased by
a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion
Price for the Series A Preferred Stock shall be appropriately
increased so that the number of shares of Class A Common Stock
issuable on conversion of each share of such series shall be
decreased in proportion to such decrease in outstanding shares.
(iii) All adjustments to the Conversion Price will
be calculated to the nearest cent of a dollar. No adjustment in
the Conversion Price will be required unless such adjustment
would require an increase or decrease of at least one cent per
dollar; provided, however, that any adjustments which by reason
of this Section 4(d)(iii) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All adjustments to the Conversion Price shall be
made successively.
(e) Other Distributions. In the event this
corporation shall declare a distribution payable in securities
of other persons, evidences of indebtedness issued by this
corporation or other persons, assets (excluding cash dividends)
or options or rights not referred to in subsection 4(d), then, in
each such case for the purpose of this subsection 4(e), the
holders of the Series A 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 Class A Common Stock of
the corporation into which their shares of Series A Preferred
Stock are convertible as of the record date fixed for the
determination of the holders of Class A Common Stock of the
corporation entitled to receive such distribution.
(f) Recapitalizations and Reorganizations. If the
Class A Common Stock issuable upon conversion of the Series A
Preferred Stock shall be changed into or exchanged for a
different class or classes of capital stock, or other securities
or property whether by reorganization, recapitalization or
otherwise (other than a subdivision, combination or merger or
sale of assets transaction provided for elsewhere in this Section
4 or Section 2) provision shall be made so that the holders of
the Series A Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series A Preferred Stock the
number of shares of stock or other securities or property, to
which a holder of Class A Common Stock deliverable upon
conversion would have been entitled on such recapitalization or
reorganization. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Section 4
with respect to the rights of the holders of the Series A
Preferred Stock after the recapitalization or reorganization to
the end that the provisions of this Section 4 (including
adjustment of the Conversion Price then in effect and the number
of shares purchasable upon conversion of the Series A Preferred
Stock) shall be applicable after that event as nearly equivalent
as may be practicable.
(g) No Impairment. This corporation will not, by
amendment of its Articles of Incorporation or through any
reorganization, recapitalization, 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 be observed or
performed hereunder by this corporation, but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 4 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 A Preferred Stock against
impairment.
(h) No Fractional Shares and Certificate as to
Adjustments.
(i) No fractional shares shall be issued upon the
conversion of any share or shares of the Series A Preferred
Stock, and the number of shares of Class A Common Stock to be
issued shall be rounded to the nearest whole share. Whether or
not fractional shares are issuable upon such conversion shall be
determined on the basis of the total number of shares of Series A
Preferred Stock the holder is at the time converting into Class A
Common Stock and the number of shares of Class A Common Stock
issuable upon such aggregate conversion.
(ii) Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Series A Preferred Stock
pursuant to this Section 4, this corporation, at its expense,
shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth
such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. This
corporation shall, upon the written request at any time of any
holder of Series A Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth
(A) such adjustment and readjustment, (B) the Conversion Price
for such series of Preferred Stock at the time in effect, and
(C) the number of shares of Class A Common Stock and the amount,
if any, of other property which at the time would be received
upon the conversion of a share of Series A Preferred Stock.
(i) Notices of Record Date. In the event of any
taking by this corporation of a record of the holders of any
class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a
cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right
(except the right to vote), this corporation shall mail to each
holder of Series A Preferred Stock, at least 20 days prior to the
date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such
dividend, distribution or right.
(j) Reservation of Stock Issuable Upon Conversion.
This corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Class A Common
Stock, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, such number of its shares
of Class A Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of the
Series A Preferred Stock; and if at any time the number of
authorized but unissued shares of Class A Common Stock shall not
be sufficient to effect the conversion of all then outstanding
shares of the Series A Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Series A
Preferred Stock, this corporation will take such corporate action
as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Class A Common Stock to
such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain
the requisite shareholder approval of any necessary amendment to
these articles.
(k) Notices. Any notice required by the provisions of
this Section 4 to be given to the holders of shares of Series A
Preferred Stock shall be deemed given if deposited in the United
States mail, postage prepaid, and addressed to each holder of
record at his address appearing on the books of this corporation.
5. Voting Rights. The holder of each share of
Series A Preferred Stock shall have the right to one vote for
each share of Class A Common Stock into which such Series A
Preferred Stock could then be converted, and with respect to such
vote, such holder shall have full voting rights and powers equal
to the voting rights and powers of the holders of Class A Common
Stock, and shall be entitled, notwithstanding any provision
hereof, to notice of any shareholders' meeting in accordance with
the bylaws of this corporation, and, except with respect to the
election of directors as provided in Section 6 hereof, shall be
entitled to vote, together with holders of Class A Common Stock,
with respect to any question upon which holders of Class A Common
Stock have the right to vote. Fractional votes shall not,
however, be permitted and any fractional voting rights available
on an as-converted basis (after aggregating all shares into which
shares of Series A Preferred Stock held by each holder could be
converted) shall be rounded to the nearest whole number (with one-
half being rounded upward).
6. Board of Directors. So long as at least 40% of
the authorized shares of Series A Preferred Stock are
outstanding, the holders of Series A Preferred Stock, voting as a
class, shall be entitled to elect five directors and the holders
of Common Stock, voting as a class, shall be entitled to elect
two directors. So long as at least 40% of the authorized shares
of Series A Preferred Stock are outstanding, this corporation
shall not without first obtaining the approval (by vote or
written consent, as provided by law) of the holders of at least a
majority of the then outstanding shares of Series A Preferred
Stock, change the authorized number of directors of the
corporation.
7. Status of Converted or Redeemed Stock. In the
event any shares of Series A Preferred Stock shall be redeemed or
converted pursuant to Section 3 or Section 4 hereof, the shares
so converted or redeemed shall be cancelled and shall not be
issuable by the corporation. The Articles of Incorporation of
this corporation shall be appropriately amended to effect the
corresponding reduction in the corporation's authorized capital
stock.
8. Repurchase of Shares. In connection with
repurchases by this corporation of its Common Stock pursuant to
its agreements with certain of the holders thereof, Sections 502
and 503 of the California General Corporation Law shall not apply
in whole or in part with respect to such repurchases.
IN WITNESS WHEREOF, this Certificate is signed by
Lon E. Bell, Chairman of the Board, and Sandra L. Grouf,
Assistant Secretary, as of this 24 day of May, 1999.
/s/ Lon E. Bell
Lon E. Bell, Chairman of the Board
/s/ Sandra L. Grouf
Sandra L. Grouf, Assistant Secretary
We further declare under penalty of perjury under the
laws of the State of California that the matters set forth in
this Certificate are true and correct of our own knowledge.
/s/ Lon E. Bell
Lon E. Bell, Chairman of the Board
/s/ Sandra L. Grouf
Sandra L. Grouf, Assistant Secretary