8.0. EDSR 03-11-2002 - Laserfiche WebLink

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rights or preferences that are junior to the Series A Preferred Stock so as to make the rights or preferences of such series equal to or senior to Series A Preferred Stock. b) Issue or create any additional stock of any class of stock. c) Pay dividends to shareholders of the capital stock of the company. d) Repurchase or redeem, or agree to repurchase or redeem, any securities of the Company other than from employees of the company upon termination of their employment pursuant to prior existing agreements approved by the Board of Directors of the Company. e) Enter into any transaction with management or any member of the Broad of Directors, except for employment contracts approved by the Board of Directors, and transactions entered at arms-length terms which are no less favorable to the Company than could be obtained from unrelated third parties. f) Effect any amendment of the company's Certificate of Incorporation or Bylaws which would materially adversely affect the rights of Series A Preferred Stock. g) Incur or guarantee debt in excess of$1,000,000.00. h) Voluntarily dissolve or liquidate. i) Effect any merger or consolidation of the company with or into another corporation or other entity (except one in which the holders of capital stock of the Company immediately prior to such a merger or consolidation continue to hold at least a majority of the capital stock of the surviving entity after the merger or consolidation) or sell, lease, or otherwise dispose of all or substantially all of a significant portion of the assets of the company. j) Change the size of the Board of Directors or change any procedure of the company relation to the designation nomination or electron of the Broad of Directors. k) Amend, alter or repeal the preferences, special rights, or other powers of the Series A Preferred Stock so as to adversely affect Series A Preferred Stock. I) Make capital expenditures of more than $400,000 in a single expenditure or an aggregate of $800,000 within any twelve month period. Liquidation Preferences: The holders of Series A Preferred Stock shall have preferences upon liquidation over all holders of Common Stock and over the holders of any other class of series of stock that is junior to Series A Preferred Stock for an amount equal to the greater of (1) amount paid for such Series A Preferred Stock plus any declared or accrued but unpaid dividends, and (2) the amount which such holder would have received if such holder's shares of Series A. Preferred Stock were converted into Common Stick immediately prior to liquidation. Thereafter, the • holders of Common Stock will be entitled to receive the remaining assets. For purposes of this section, a merger, consolidation, sales of all or substantially all of the company's assets, or