Common use of Non-Voting Clause in Contracts

Non-Voting. Common Stock—amend the Company charter to: 1) authorize non-voting common stock without voting rights but otherwise with the same rights as the common stock, and convertible at the option of the holder into common stock at such times as the conversion would not result in the holder owning more than 49% of the voting power of the Company; and 2) issue non-voting common stock upon conversion of Series C convertible preferred stock to the extent issuing common stock would result in RES and affiliates owning more than 49% of the voting stock of the Company; and