8.0. EDSR 03-11-2002 - Laserfiche WebLink

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• After the first tranche is made, the treasury will offer added treasury stock for sale at a minimum of$10.00 per share unless a three quarters vote of the board of directors determines otherwise. In further consideration for the transfer of funds to SolarAttic Inc., SBS Capital Fund shall be provided with two non-interest bearing bonds each valued at $2,500,000.00. The first bond will be valued at $2,500,000.00. The first bond redeemed five years after the date of issuance. Attached to this bond will be a warrant for 3,000,000 shares to be purchased for$.50 each. This warrant will expire one five years and one day form the date of issuance. The second bond will be valued at $2,500,000.00. This bond will be redeemed seven years after the date of issuance. Attached to the bond will be a warrant for 3,000,000 shares to be purchased for $.50 each. This warrant will expire seven years and one day after the date of issuance. Prior existing directors of SolarAttic inc. will provide personal guarantees against default on bond payments (in the case of insolvency) to the extend of 25% of the face value of the bonded debt but not to exceed $650,000 by any director. Equity Accounts Series A Preferred Stock shall be governed by the following understandings: Dividends: . Series A Preferred Stock shall be granted dividends equal to any dividend provided to common stock holders plus a guaranteed dividend of $.125 dollars per share paid quarterly beginning the third year after issuance. Differed dividends shall accrue. Anti dilution The terms of the Series A Preferred Stock will contain standard "weighted averages" anti- dilution protection with respect to the issuance by the company of equity securities at a price per share less than the applicable conversion price then in effect subject to standard and customary exceptions. The conversion rate of the series A Preferred Stock into common stock will be adjusted appropriately to account for any stock splits, recapitalization, mergers, combinations, and asset sales, stock dividends and similar events. Voting Rights On all matters submitted to the board of directors for stock holder approval, each share of Series A Preferred Stock shall be entitled to such number of votes as is equal to 1.5 times the number of common shares into which such shares are convertible. In addition, SolarAttic Inc. shall not, without prior consent of the holders of at least a two-thirds majority of the then issued and outstanding Series A Preferred Stock, voting as a separate class: • a) Issue or create any series or class of stock with rights superior to or on a parity with the Series A Preferred Stock or increase the rights of preferences of any series or class having