In [1]:
# from sklearn.datasets import fetch_20newsgroups
from sklearn.datasets import load_files
In [2]:
# categories = ['alt.atheism', 'soc.religion.christian', 'comp.graphics', 'sci.med']
# all_of_it = fetch_20newsgroups(subset='train', categories=categories, shuffle=True, random_state=42)
all_of_it = load_files("D:\kaam\AdditionalParsed", shuffle=True, random_state = None)
Dividing the training and test data into 80-20 ratio(Roughly).
And show the classes available to us
In [3]:
total = len(all_of_it.data)
num = int(0.8*total)
print("No. of Training data: " , num)
print("No. of Testing data: " , total - num)
train_data = all_of_it.data[:num]
test_data = all_of_it.data[num:]
all_of_it.target_names
No. of Training data: 1417
No. of Testing data: 355
Out[3]:
['AoI', 'MC']
In [4]:
print(dir(all_of_it))
print(all_of_it.target_names)
# print(type(all_of_it.description))
print(len(all_of_it.data))
print(all_of_it.target[:10])
['DESCR', 'data', 'filenames', 'target', 'target_names']
['AoI', 'MC']
1772
[0 1 1 1 1 1 1 0 1 0]
In [5]:
all_of_it.filenames[:5]
Out[5]:
array(['D:\\kaam\\AdditionalParsed\\AoI\\0000927356-97-000018-3.txt',
'D:\\kaam\\AdditionalParsed\\MC\\0001193125-17-095656-2.txt',
'D:\\kaam\\AdditionalParsed\\MC\\0001554795-17-000149-2.txt',
'D:\\kaam\\AdditionalParsed\\MC\\0001559484-17-000004-2.txt',
'D:\\kaam\\AdditionalParsed\\MC\\0001558370-17-002200-7.txt'],
dtype='<U56')
In [6]:
print(all_of_it.data[0])
b'<FilingToolDoc root-name="Document" wk-pid="SEC-0000927356-97-000018-3"><Meta xmlns="http://www.wolterskluver.com/namespace/meta"><Extention>txt</Extention><Original-Size>158321</Original-Size><Exhibit-Name>Articles of incorporation</Exhibit-Name><Type>3</Type><Filing-Updated>2016-07-28T12:25:52.419497-05:00</Filing-Updated><Source>Filing</Source><Accession-Number>0000927356-97-000018</Accession-Number><Filing-Date>1997-01-10</Filing-Date><Form-Type>10-K</Form-Type><Form-Group>Annual & Quarterly Reports</Form-Group><CIK>0000745655</CIK><Author>INTERCELL CORP</Author><Ticker-Symbol>CCTR</Ticker-Symbol><Issue-Type>COM</Issue-Type><Market>OTC</Market><Sic-Code>4813</Sic-Code><Sic-Name>Telephone Communications, Except Radiotelephone</Sic-Name><Region-Name>COLORADO</Region-Name><Incorporated-Region-Name>NEVADA</Incorporated-Region-Name><State-Of-Incorporation-Name>NEVADA</State-Of-Incorporation-Name><Silent-Update>true</Silent-Update><Filer-Type>Small Reporting Company</Filer-Type><File-Number>000-14306</File-Number><Filename>0000927356-97-000018-3.txt</Filename><DocTitle>ARTICLES OF INCORPORATION</DocTitle><Content-Type>Exhibit</Content-Type><DocumentType>Exhibit</DocumentType><Sequence>3</Sequence></Meta><DOCUMENT><TYPE>EX-3.1</TYPE><SEQUENCE>3</SEQUENCE><DESCRIPTION>ARTICLES OF INCORPORATION</DESCRIPTION></DOCUMENT><Content indexing="true" type="txt"><PAGE> \n \n Exhibit 3.1 \n ----------- \n ARTICLES OF INCORPORATION \n OF \n INTERCELL CORPORATION \n KNOW ALL MEN BY THESE PRESENT: That the undersigning incorporator being a \nnatural person of the age of eighteen years or more and desiring to form a body \ncorporate under the laws of the State of Colorado does hereby sign, verify and \ndeliver in duplicate to the Secretary of State of the State of Colorado these \nArticles of Incorporation: \n ARTICLE I \n --------- \n Name \n ---- \n The name of the corporation shall be: Intercell Corporation. \n ARTICLE II \n ---------- \n Period of Duration \n ------------------ \n This corporation shall exist in perpetuity, from and after the date of filing \nthese Articles of Incorporation with the Secretary of State of the State of \nColorado unless dissolved according to law. \n ARTICLE III \n ----------- \n Objects and Purposes \n -------------------- \n The objects and purposes for which the said corporation is organized and the \nnature of the business to be carried on by it are as follows: \n 1. To engage in the communications business and to carry on any business or \nactivity related thereto. \n 2. In general to carry on any lawful business or activity and to have and \nexercise all of the powers and rights conferred by the laws of the State of \nColorado upon corporations formed under such laws. \n ARTICLE IV \n ---------- \n Capital \n ------- \n The aggregate number of shares which this corporation shall have authority to \nissue is Fifty Million (50,000,000) shares of no par value common stock, which \nshares shall be designated "Common Stock". \n<PAGE> \n \n 1. Dividends. Dividends in cash, property or shares of the corporation may \n ---------- \nbe paid upon the Common Stock, as and when declared by the board of directors, \nout of funds of the corporation to the extent and in the manner permitted by \nlaw. \n 2. Distribution in Liquidation. Upon any liquidation, dissolution or \n ---------------------------- \nwinding up of the corporation, and after paying or adequately providing for the \npayment of all its obligations, the remainder of the assets of the corporation \nshall be distributed, either in cash or in kind, pro rata to the holders of the \nCommon Stock. The board of directors may, from time to time, distribute to the \nshareholders in partial liquidation, out of stated capital or capital surplus of \nthe corporation, a portion of its assets, in cash or property, in the manner \npermitted and upon compliance with limitations imposed by law. \n 3. Voting Rights; Cumulative Voting. Each outstanding share of Common Stock \n --------------------------------- \nshall be entitled to one vote and each fractional share of Common Stock shall be \nentitled to a corresponding fractional vote on each matter submitted to a vote \nof shareholders. Cumulative voting shall not be allowed in the election of \ndirectors of the corporation. \n 4. Denial of Pre-emptive Rights. No holder of any shares of the \n ----------------------------- \ncorporation, whether now or hereafter authorized, shall have any pre-emptive or \npreferential right to acquire any shares or securities of the corporation, \nincluding shares or securities held in the treasury of the corporation. \n 5. Restrictions on Transfer. The Corporation shall have the right to impose \n ------------------------- \nrestrictions on the transfer, disposition, encumbrance, or bequethal of any or \nall classes of its shares of stock. \n ARTICLE V \n --------- \n Right of Directors to Contract with Corporation \n ----------------------------------------------- \n No contract or other transaction between the corporation and one or more of \nits directors or any other corporation, firm, association, or entity in which \none or more of its directors are directors or officers or are financially \ninterested shall be either void or voidable solely because of such relationship \nor interest or solely because such directors are present at the meeting of the \nboard of directors or a committee thereof which authorizes, approves, or \nratifies such contract or transaction or solely because their votes are counted \nfor such purpose if: \n (a) The fact of such relationship or interest is disclosed or known to \n the board of directors or committee which authorizes, approves, or ratifies \n the contract or transaction by a vote or consent sufficient for the purpose \n without counting the votes or consents of such interested directors; or \n (b) The fact of such relationship or interest is disclosed or known to \n the shareholders entitled to vote and they authorize, approve, or ratify \n such contract or transaction by vote or written consent; or \n (c) The contract or transaction is fair and reasonable to the \n corporation. \n<PAGE> \n \n Common or interested directors may be counted in determining the presence of a \nquorum at a meeting of the board of directors or a committee thereof which \nauthorizes, approves, or ratifies such contract or transaction. \n ARTICLE VI \n ---------- \n Corporate Opportunity \n --------------------- \n The officers, directors and other members of management of this corporation \nshall be subject to the doctrine of "corporate opportunities" only insofar as it \napplies to business opportunities in which this corporation has expressed an \ninterest as determined from time to time by this corporation\'s board of \ndirectors as evidenced by resolutions appearing in the corporation\'s minutes. \nOnce such areas of interest are delineated, all such business opportunities \nwithin such areas of interest which come to the attention of this corporation \nshall be disclosed promptly to this corporation and made available to it. The \nboard of directors may reject any business opportunity presented to it and \nthereafter any officer, director or other member of management may avail himself \nof such opportunity. Until such item as this corporation, through its board of \ndirectors, has designated an area of interest, the officers, directors and other \nmembers of management of this corporation shall be free to engage in such areas \nof interest on their own and this doctrine shall not limit the rights of any \nofficer, director or other member of management of this corporation to continue \na business existing prior to the time that such area of interest is designated \nby the corporation. This provision shall not be construed to release any \nemployee of this corporation (other than officer, director or member of \nmanagement) from any duties which he may have to this corporation. \n ARTICLE VII \n ----------- \n Indemnification of Directors, Officers and Others \n ------------------------------------------------- \n This Corporation may indemnify each director, officer, and any employee, \nfiduciary or agent of the corporation, his heirs, executors and administrators, \nagainst expenses reasonable incurred or any amounts paid by him in connection \nwith any action, suit or proceeding to which he may be made a party by reason of \nhis being or having been a director, officer, employee, fiduciary or agent of \nthe corporation to the full extent permitted by the laws of the State of \nColorado now existing or as such laws may hereafter be amended. \n ARTICLE VIII \n ------------ \n Shareholder Voting \n ------------------ \n A majority of the shares entitled to vote, represented in person or by proxy, \nshall constitute a quorum at a meeting of shareholders. \n When, with respect to any action to be taken by shareholders of this \nCorporation, the laws of Colorado require the vote or concurrence of the holders \nof two-thirds of the outstanding shares, of the shares entitled to vote thereon, \nor of any class or series, such action may be taken by the vote or concurrence \nof a majority of such shares or class or series thereof. \n<PAGE> \n ARTICLE IX \n ---------- \n \n Severability \n ------------ \n Should any clause, paragraph, line, sentence, or other part of this instrument \nbe declared invalid and ineffective, such finding shall not be deemed to affect \nthe reminder of these Articles of Incorporation so long as such remaining part \nreasonably effectuates the intent and purposes expressed herein. \n ARTICLE X \n --------- \n Registered Office and Registered Agent \n -------------------------------------- \n The address of the initial registered office of the corporation is P.O. Box \n1645, Pleasantview, Colorado 81331 and the name of the initial registered agent \nat such address is John Williams. Either the registered office or the \nregistered agent may be changed in the manner permitted by law. \n ARTICLE XI \n ---------- \n Initial Board of Directors \n -------------------------- \n The number of directors of the corporation shall be fixed by the bylaws of the \ncorporation except the initial board of directors of the corporation shall \nconsist of six directors. The names and addresses of the persons who shall \nserve as directors until the first annual meeting of shareholders or until their \nsuccessors are elected and shall qualify are as follows: \n<TABLE> \n<CAPTION> \n \n NAME ADDRESS \n ---- ------- \n<S> <C> \n \nJohn Williams P.O. Box 1534 \n Pleasantview, CO 81331 \n \nMichael Lancaster P.O. Box 1587 \n Pleasantview, CO 81331 \n \nHershel Oliver 20911 Highway 666 \n Yellowjacket, CO 81335 \n \nRenay Neely P.O. Box 22 \n Cahone, CO 81320 \n \nC.E. Honaker 27229 Highway 666 \n Pleasantview, CO 81331 \n \nLloyd Hartle P.O. Box 1525 \n Pleasantview, CO 81331 \n</TABLE> \n<PAGE> \n ARTICLE XII \n ----------- \n \n Incorporator \n ------------ \n The name and address of the incorporator is as follows: \n<TABLE> \n<CAPTION> \n NAME ADDRESS \n ---- ------- \n <S> <C> \n Russell C. Cline Suite 201 - Right Bank Building \n 1041 Blake Street \n Denver, CO 80202 \n</TABLE> \n IN WITNESS WHEREOF, the above named incorporator has signed these Articles of \nIncorporation this 4th day of October, 1983. \n /s/ Russel C. Cline \n -------------------- \n Russel C. Cline \nSTATE OF COLORADO ) \n )ss. \nCOUNTY OF DENVER ) \n I, the undersigned, a Notary Public, hereby certify that on the 4th day of \nOctober, 1983, personally appeared before me Russell C. Cline, who being by me \nfirst duly sworn, declared that he is the person who signed the foregoing \ndocument as incorporator, that it was his free and voluntary act and deed, and \nthat the statements therein contained are true. \n WITNESS my hand and official seal. \n My commission expires: January 27, 1985 \n /s/ Roxanne L. Owens \n --------------------- \n Roxanne L. Owens \n Notary Public \n Right Bank Building \n 1401 Blake St., Suite 201 \n Denver, Colorado 80202 \n (NOTARIAL SEAL) \n<PAGE> \n \n ARTICLES OF AMENDMENT TO \n THE ARTICLES OF INCORPORATION \n OF \n INTERCELL CORPORATION \n Pursuant to the provisions of Section 7-2-109 of the Colorado Corporation \nCode, the undersigned corporation adopts the following Articles of Amendment to \nits Articles of Incorporation: \n FIRST: The name of the corporation is Intercell Corporation. \n SECOND: The following amendment of the Articles of Incorporation was \n adopted by the shareholders of the Corporation on March 9, 1984, in the manner \n prescribed by the Colorado Corporation Code: \n Article IV is amended to read as follows: \n ARTICLE IV \n ---------- \n Capital \n ------- \n The aggregate number of shares which this Corporation shall have authority \nto issue is Eighty Million (80,000,000) shares of no par value common stock, \nwhich shares shall be designated "Common Stock". \n 1. Dividends. Dividends in cash, property or shares of the \n ---------- \n corporation may be paid upon the Common Stock, as and when declared by the \n board of directors, out of funds of the Corporation to the extent and in \n the manner permitted by law. \n 2. Distribution in Liquidation. Upon any liquidation, dissolution or \n ---------------------------- \n winding up of the Corporation, and after paying or adequately providing for \n the payment of all its obligations, the remainder of the assets of the \n Corporation shall be distributed, either in cash or in kind, pro rata to \n the holders of the Common Stock. The board of directors may, from time to \n time, distribute to the shareholders in partial liquidation, out of stated \n capital or capital surplus of the Corporation, a portion of its assets, in \n cash or property, in the manner permitted and upon compliance with \n limitations imposed by law. \n 3. Voting Rights; Cumulative Voting. Each outstanding share of \n --------------------------------- \n Common Stock shall be entitled to one vote and each fractional share of \n Common Stock shall be entitled to a corresponding fractional vote on each \n matter submitted to a \n<PAGE> \n \n vote of shareholders. Cumulative voting shall not be allowed in the \n election of directors of the Corporation. \n 4. Denial of Pre-emptive Rights. No holder of any shares of the \n ----------------------------- \n Corporation, whether now or hereafter authorized, shall have any pre- \n emptive or preferential right to acquire any shares or securities of the \n Corporation, including shares or securities held in the treasury of the \n Corporation. \n 5. Restrictions on Transfer. The Corporation shall have the right to \n ------------------------- \n impose restrictions on the transfer, disposition, encumbrance, or \n bequeathal of any or all classes of its shares of stock. \n THIRD: The number of shares of the Corporation outstanding at the time of \nsuch adoption was 100,000 and the number of shares entitled to vote thereon was \n100,000. \n FOURTH: The designation and number of outstanding shares of each class \nentitled to vote thereon as a class were as follows: \n<TABLE> \n<CAPTION> \n Class Number of Shares \n ----- ---------------- \n<S> <C> \n No par value common stock 100,000 \n</TABLE> \n FIFTH: The number of shares voted for the amendment to Article IV was \n100,000 and the number of shares voted against such amendment was 0. \n SIXTH: The number of shares of each class entitled to vote thereon as a \nclass voted for and against such amendment, respectively was: \n<TABLE> \n<CAPTION> \n Number of Shares Voted \n Class For Against \n ----- -------------- -------------------- \n<S> <C> <C> \n No par value common stock 100,000 -0- \n</TABLE> \n SEVENTH: The manner, if not set forth in such amendment, in which any \nexchange, reclassification or cancellation of issued shares provided for in the \namendment shall be effected is as follows: \n Not Applicable. \nEIGHTH: The manner in which such amendment effects a change in the amount of \nstated capital, and the amount of stated capital as changed by such amendment, \nis as follows: \n No Change. \nDATED: March 23, 1984 \n<PAGE> \n \n INTERCELL CORPORATION \n By: /s/ William B. Fulks \n --------------------- \n William B. Fulks, President \n By: /s/ Karen Petit \n ---------------- \n Karen Petit, Secretary \nSTATE OF COLORADO ) \n )ss. \nCOUNTY OF MONTEZUMA ) \n Before me, Kay D. Herrmann, a Notary Public in and for said county and state, \npersonally appeared William B. Fulks and Karen Petit, who acknowledged before me \nthat he is the President and she is the Secretary, respectively, of Intercell \nCorporation, a Colorado corporation, and that they signed the foregoing Articles \nof Amendment as their free and voluntary act and deed for the uses and purposes \ntherein set forth, and that the facts contained therein are true. \n In Witness Whereof, I have here unto set my hand and seal this 23rd day of \nMarch, 1984. \n My Commission Expires: 8/19/87 \n /s/ Kay D. Herrmann \n -------------------- \n Notary Public \n Address: 14755 Highway 666 \n Dolores, CO 81323 \n (Notarial Seal) \n<PAGE> \n \n ARTICLES OF AMENDMENT \n TO THE \n ARTICLES OF INCORPORATION \n OF INTERCELL CORPORATION \n Pursuant to the provisions of Section 7-2-109 of the Colorado Corporation \nCode, the undersigned corporation adopts the following Articles of Amendment to \nits Articles of Incorporation as amended. \n First: The name of the Corporation is Intercell Corporation. \n Second: The following amendment of the Articles of Incorporation were adopted \nby a vote of shareholders of the Corporation on September 19, 1987 in the manner \nprescribed by the Colorado Corporation Code. \n The Articles of Incorporation are amended by adding new Article XIII which \nshall read as follows: \n ARTICLE XIII \n LIMITATION OF DIRECTOR LIABILITY \n No director shall be personally liable to this Corporation or its \n stockholders for monetary damages for any breach of fiduciary duty by such \n director as a director. Notwithstanding the foregoing sentence, a director \n shall be liable to the extent provided by applicable law (i) for breach of the \n director\'s duty of loyalty to this Corporation or its stockholders, (ii) for \n acts or omissions not in good faith or which involve intentional misconduct or \n a knowing violation of law, (iii) pursuant to Section 7-5-114 of the Colorado \n Corporation Code, or (iv) for any transaction from which the director derived \n an improper personal benefit. No amendment to or repeal of this Article XIII \n shall apply to or have any effect on the liability or alleged liability of any \n director of this Corporation for or with respect to any acts or omissions of \n such director occurring prior to such amendment or repeal. \n Third: The number of shares voted for the amendment were sufficient for \napproval. \n Fourth: The amendment does not provide for an exchange, reclassification or \ncancellation of issued shares nor does it effect a change in the amount of \nstated capital. \nDated: December 15, 1987 \n INTERCELL CORPORATION \n By /s/ William B. Fulks \n --------------------- \n William B. Fulks, President \n<PAGE> \n \n By /s/ Renay Neely \n ---------------- \n Renay Neely, Secretary \nSTATE OF COLORADO ) \n ) SS \nCOUNTY OF MONTEZUMA ) \n I, the undersigned, a Notary Public, hereby certify that on the 22nd day of \nSeptember 1987, personally appeared before me William B. Fulks and Renay Neely, \nPresident and Secretary respectively, who being by me first duly sworn, declared \nthat they are the persons who signed the foregoing document, that it was their \nfree and voluntary act, and deed and the statements therein contained are true. \n WITNESS my hand and official seal. \n My commission expires: January 15, 1989 \n /s/ Karen K. Petit \n ------------------- \n Karen K. Petit, Notary Public \n Address: 15442 County Road "CC" \n Pleasant View, CO 81331 \n(N O T A R I A L S E A L) \n<PAGE> \n \n ARTICLES OF AMENDMENT \n TO THE \n ARTICLES OF INCORPORATION \n OF INTERCELL CORPORATION \n Pursuant to the provisions of the Colorado Corporation Code, the undersigned \ncorporation adopts the following Articles of Amendment to its Articles of \nIncorporation. \n First: The name of the Corporation is Intercell Corporation. \n Second: The following amendment of the Articles of Incorporation were adopted \nby a vote of shareholders of the Corporation on December 14, 1992, as prescribed \nby the Colorado Corporation Code. \n Third: The manner, if not set forth in such amendment, in which any exchange, \nreclassification, or cancellation of issued shares provided for in the amendment \nshall be effected, are as follows: Not Applicable. \n Fourth: The manner in which such amendment effects a change in the amount of \nstated capital, and the amount of stated capital as changed by such amendment, \nare as follows: NO CHANGE. \n Such amendment was adopted by a vote of the shareholders. The number of \nshares voted for the amendment was sufficient for approval. \n SEE EXHIBIT A ATTACHED HERETO AND SPECIFICALLY \n INCORPORATED HEREIN BY REFERENCE \n INTERCELL CORPORATION \n By /s/ Unlegible \n -------------------------- \n __________, President \n \n \n By /s/ Laura W. Hilton \n -------------------------- \n Laura W. Hilton, Secretary \n<PAGE> \n \n Exhibit A \n ARTICLES OF AMENDMENT TO \n THE ARTICLES OF INCORPORATION \n FOR \n INTERCELL CORPORATION \nThe fourth article shall be amended in its entirety to read as follows: \n FOURTH: \n (a) Classes of Shares. The outstanding proprietary interest of the \n ------------------ \nCorporation is hereby reverse split on the basis of one share in exchange for \neach 150 shares now outstanding. The proprietary interest of the Corporation \nshall thereafter be divided into two classes of stock, which are collectively \nreferred to herein as "Shares." The first is a class of common stock, no par \nvalue per share, and the second a class of preferred stock, also no par value \nper share. (An individual share within the respective classes of stock shall be \nreferred to appropriately as either a "Common Share" or a "Preferred Share.") \nThe Corporation has the authority to issue 100,000,000 Common Shares and \n10,000,000 Preferred Shares. The authority of the Corporation to issue shares \nmay be limited by resolution of the board of directors of the Corporation (the \n"Board of Directors"). Shares may be issued from time to time for such \nconsideration in money or property (tangible or intangible) or labor or services \nactually performed as the Board of Directors may determine in their sole \njudgment and without the necessity of action by the holders of Shares. Common \nShares may not be issued in series. Shares may not be issued until paid for \nand, when issued, are nonassessable. Fractional Shares may not be issued by the \nCorporation and, in the event fractional shares are or may become outstanding, \nthe Corporation shall redeem said shares at the then market price. \n (b) Preferred Shares. The designation, preferences, relative rights, and \n ----------------- \nlimitations of Preferred Shares are as follows: \n (i) Issuance in Series. The Board of Directors is authorized to act by \n ------------------- \nresolution, subject to limitations prescribed by the laws of the Sate of \nColorado, the Articles of Incorporation, the Bylaws of the Corporation (the \n"Bylaws"), and previous resolutions by the Board of Directors limiting this \nauthorization, to provide for the issuance of Preferred Shares in series. To \nexercise this authority the Board of Directors must first designate the series \nso established, and, secondly, fix and determine the relative rights, \npreferences, and limitations of the Preferred Shares in the series established \nto the extent not fixed and determined by these Articles of Incorporation. The \nextent of this authority, with respect to each series established, is to be \ndetermined by reference to the "Colorado Corporation Code," articles 1 through \n10, inclusive, of title 7, Colorado Revised States, as amended. Without \nlimiting the generality of the foregoing, this authority includes fixing and \ndetermining the following: \n 1. the number of Preferred Shares which may be issued under the \nseries established, and the designation of such series; \n<PAGE> \n \n 2. the rate of dividend on Preferred Shares of that series, if any, \nthe time of payment of dividends, whether dividends shall be cumulative, and, if \ncumulative, the date from which dividends shall begin accruing; \n 3. whether Preferred Shares of that series may be redeemed, and, if \nredeemable, the redemption price, terms, and conditions of redemption; \n 4. whether to establish a sinking fund or make other provisions for \nthe redemption or purchase of Preferred Shares of that series; \n 5. the amount payable per Preferred Share of that series in the \nevent of the dissolution, liquidation, or winding up of the Corporation, whether \nvoluntarily or involuntarily; \n 6. voting powers, if any, of the series; and \n 7. whether the series shall have conversion privileges, and, if \nconvertible, the terms and conditions upon which Preferred Shares of that series \nshall be convertible, including, without limitation, the provision, if any, for \nadjustment of the conversion rate and the payment of additional amounts by \nholders of such shares upon the exercise of this privilege. \n Irrespective of the limitations set forth in subsection (i)1. of this Section \n(b), the Board of Directors may, at any time after the number of Preferred \nShares authorized under a series has been established, authorize the issuance of \nadditional Preferred Shares of the same series or reduce the number of Preferred \nShares authorized under such series. \n All Preferred Shares shall be identical to each other in all respects, except \nas those relative rights, preferences, and limitations established by the Board \nof Directors pursuant to its authority as determined by reference to the \nColorado Corporation Code and as established in subsections (i)1 through (i)7 , \ninclusive, of this Section (b), as to which there may be variations between \nseries. \n (ii) Dividend Rights. The holders of Preferred Shares are entitled to \n ---------------- \nreceive when, as, and if declared by the Board of Directors in its sole \ndiscretion, but only out of funds available therefor under the laws of the State \nof Colorado, cumulative, partially cumulative, and non-cumulative dividends, as \nthe case may be. Dividends may be paid in such cash, property, or Preferred \nShares of the same series (including Preferred Share of the same series held as \ntreasury Preferred Shares) as the Board of Directors in its sole discretion may \ndetermine upon the date fixed and at the intervals determined by the Board of \nDirectors. Dividends will accrue, if cumulative or partially cumulative, \nwhether or not earned or declared from the date or dates determined by the Board \nof Directors. Full dividends on the Preferred Shares of all series for all past \nperiods and for the then current period must be paid, or declared and a sum \nsufficient for such payment be set apart, before any dividends may be declared \nor paid upon or set apart for, or before any other distribution may be declared \nor made in respect of, the Common Shares. Accruals of dividends shall not bear \ninterest. \n As long as Preferred Shares are outstanding, the Corporation shall not \ndeclare, set apart for payment, pay any dividends (other than dividends payable \nin Common Shares), make any distribution on any Common Shares, redeem, purchase \nor to otherwise acquire, or permit any \n<PAGE> \n \nsubsidiary to purchase, or otherwise acquire any Common Shares if at the time of \nmaking such declaration, payment, distribution, redemption, purchase, or \nacquisition the Corporation is in default with respect to any dividend payable \non, or any obligation to redeem or retire, Preferred Shares. Notwithstanding \nthe foregoing, however, the Corporation may at any time (i) redeem, purchase, or \notherwise acquire Common Shares in exchange for, or out of the net cash proceeds \nfrom the sale of Common Shares and (ii) acquire Common Shares that are held by \nfirms or corporations acquired by the Corporation, whether by merger, \nconsolidation, purchase of assets, exchange of securities, or otherwise. \n (iii) Redemption. On the sole authority and option of the Board of Directors \n ----------- \nthe Corporation may redeem all or any part of any series of Preferred Shares \noutstanding upon the terms (including redemption price) and conditions, in the \nmanner, and upon such notice as is determined by the Board of Directors. No \nredemption may be made, however, until all dividends accrued to the redemption \ndate on all series of Preferred Shares have been paid, or until declared and a \nsum sufficient in amount set aside for such payment. If less than all the \nPreferred Shares of a series are to be redeemed on any one date set for \nredemption, the shares designated for redemption may be in such amount ant \ndetermined by such method, whether by lot, pro rata or otherwise, and subject to \nsuch other provisions as the Board of Directors may from time to time determine \nin it s sole discretion. \n Preferred Shares of any series which have been redeemed (whether by sinking \nfund or otherwise) shall have the status of authorized and unissued Preferred \nShares, unless the Board of Directors in its sole discretion cancels such \nshares. Preferred Shares which have been redeemed, unless canceled, may be \nreissued as a part of the series of which they were originally a part, or may be \nreclassified and reissued as part of a new series of Preferred Shares created by \nresolution of the Board of Directors or as part of any other series of Preferred \nShares. \n (iv) Liquidation Rights. In the event of any liquidation, dissolution, or \n ------------------- \nwinding up of the Corporation, whether voluntarily or involuntarily, which \nresults in any distribution of the assets of the Corporation to its \nShareholders, the holders of Preferred Shares then outstanding shall be entitled \nto an amount per share equal to that amount fixed by the Board of Directors upon \nthe initial issuance of the Preferred Share of the series of which the Preferred \nShares in question are a part before any distribution of the assets of the \nCorporation may be made to or set apart for the holders of Common Shares. \n If assets of the Corporation distributable to the holder of Preferred Shares \nare insufficient for the payment to them of the full preferential amount \ndescribed above, such assets shall be distributed ratably among the holders of \nthe Preferred Shares of all series in accordance with the amounts which would be \npayable on such distribution if all sums payable were discharged in full unless \nthe Board of Directors upon the initial issuance of any series of Preferred \nShares has provided otherwise. After payment in full of the preferential \namounts required to be paid to the holders of the Preferred Shares than \noutstanding, the holder of Common Share shall be entitled, to the exclusion of \nthe holders of Preferred Shares, to share in all remaining assets of the \nCorporation in accordance with their respective interests unless the Board of \nDirectors upon the initial issuance of any series of Preferred Shares, or \notherwise, has provided otherwise. \n For purposes of this article and any statement filed pursuant to law setting \nforth the designation, description, and term of any series of Preferred Shares \nthe voluntary sale, lease, \n<PAGE> \n \nexchange, or transfer (for cash, securities or other consideration) of all or \nsubstantially all of the property or assets of the Corporation to, or its \nconsolidation or merger with, any other corporation or corporations shall not be \ndeemed to be a liquidation, dissolution, or winding up of the Corporation, \nvoluntarily or involuntarily. \n (v) Voting Rights. Except as otherwise provided by the laws of the State of \n -------------- \nColorado or subsection (i)6 of this Section (b), the holders of Preferred Share \nof all series shall not have the right to vote at any meeting of Shareholders in \nrespect to any matter upon which the vote of Shareholders is required. \n Except as otherwise provided by the laws of the State of Colorado, these \nArticles of Incorporation, the Bylaws, or the Board of Directors acting pursuant \nto the authority set forth in subsection (i) of Section (b) and for so long as \nany Preferred Shares are outstanding, the Corporation shall not: \n 1. without the affirmative vote or written consent of the holders of at \nleast 50% of the then outstanding Preferred Shares voting separately by class \nwithout regard to series (a) create any class of stock ranking prior to the \nPreferred Shares as to dividends or liquidation, (b) increase the authorized \nnumber of shares of any such class of stock, or (c) alter or change any of the \nprovisions hereof so as to adversely affect the preferences or the special \nrights or powers given to the preferred Shares; or \n 2. without the affirmative vote or written consent of the holders of at \nleast 50% of the then outstanding shares of all series of Preferred Shares \nvoting separately as a series, alter or change any of the provisions hereof or \nin the resolution adopted by the Board of Directors providing for the issuance \nof a series, if such series has been issued and Preferred Shares of that series \nare then outstanding, so adversely to affect the preferences, special rights, or \npowers to such series. \n (vi) Conversion Rights. The holders of Preferred Shares shall have such \n ------------------ \nrights as are set forth by the Board of Directors in its resolution authorizing \nthe issuance of the series of which such Preferred Shares are a part to convert \ntheir shares into any other class or series of Shares at such price or prices or \nat such rates of exchange and with such adjustments as shall be determined by \nthe Board of Directors. Preferred Shares so converted shall have the status of \nauthorized and unissued Preferred Shares and may be reissued as part of the \nseries of which they were originally a part, or may be reclassified and reissued \nas part of a new series of Preferred Shares to be created by resolution of the \nBoard of Directors or as part of any other series of Preferred Shares. \n (c) General Provisions. Subject to the foregoing provisions, such dividends \n ------------------- \n(either in cash, Shares or otherwise) as may be determined by the Board of \nDirectors in its sole discretion may be declared and paid on the Common Shares \nfrom time to time in accordance with the laws of the State of Colorado; however, \nPreferred Shares shall not be entitled to participate in any such dividends \nwhether payable in cash, Shares, or otherwise. \n (d) Voting. Each record holder of Common Shares (and to the extent, if any, \n ------- \nprovided by the laws of the State of Colorado or by the Board of Directors \nacting pursuant to the authority set forth in Section (b)(i)6 of this article \neach record holder of Preferred Shares) shall have one vote on each matter \nsubmitted to a vote for each Share standing in his name on the books of the \nCorporation. Unless otherwise required under the laws of the State of Colorado, \nthese \n<PAGE> \n \nArticles of Incorporation, the Bylaws, or the resolution of the Board of \nDirectors creating any series of Preferred Shares, no matter submitted to a \nShareholder vote shall require the approval of a class or series of Shares. \n (e) Quorum. At all meetings of Shareholders, one-third (1/3) of the Shares \n ------- \nentitled to vote at such meeting, whether represented in person or by proxy, \nshall constitute a quorum and at any meeting at which a quorum is present the \naffirmative vote of a majority of the Shares represented at such meeting and \nentitled to vote on the subject matter shall be the act of the Shareholders. \n (f) Distributions to Shareholders. Distributions to liquidate, dissolve, or \n ------------------------------ \nwind up the Corporation may be made, after paying or adequately providing for \nthe payment of all the debts and liabilities of the Corporation, from the assets \nof the Corporation to the holders of Shares in the order of priority established \nby the laws of the State of Colorado, these Articles of Incorporation, the \nBylaws, and the resolutions of the Board of Directors in providing for the \nissuance of Shares by class or series. In addition, the Board of Directors may \nfrom time to time distribute to the holders of Shares in partial liquidation out \nof either capital or capital surplus of the Corporation a portion of the assets \nof the Corporation in cash or property, subject to any limitations imposed by \nthe laws of the State of Colorado, these Articles of Incorporation, the Bylaws, \nand any resolution of the Board of Directors in providing for the issuance of \nShares by class or series. Further, dividends in cash, property, or Shares may \nbe paid, as, when, and if declared by the Board of Directors in its sole \ndiscretion out of funds of the Corporation to the extent and in the manner \nprescribed by the laws of the State of Colorado, these Articles of \nIncorporation, the Bylaws, and the resolutions of the Board of Directors in \nproviding for the issuance of Shares by class or series. \n (g) Stock Rights and Options. The Corporation is authorized to create and \n ------------------------- \nissue, whether or not in connection with the issuance and sale of any of the \nShares or other securities of the Corporation, rights or options entitling the \nholders thereof to purchase Shares or other securities from the Corporation. \nThese rights and options shall be evidenced in such manner as the Board of \nDirectors approves and must set forth the terms upon which, the time within \nwhich, the Shares and the number of Shares acquirable, and the price at which \nthe options or rights may be exercised. \n<PAGE> \n \n SERIES A: NON-DIVIDEND BEARING, REDEEMABLE CONVERTIBLE \n PREFERRED STOCK \n CERTIFICATE SETTING FORTH RESOLUTIONS \n BY \n THE BOARD OF DIRECTORS \n FOR INTERCELL CORPORATION \n (PURSUANT TO THE COLORADO CORPORATION CODE) \n We, the undersigned, as the President and Secretary of Intercell Corporation, \na Colorado corporation, the Articles of Incorporation of which are on file in \nthe office of the Secretary of State for the State of Colorado, DO EACH HEREBY \nCERTIFY AND VERIFY: that the Board of Directors of Intercell Corporation, in \naccordance with said articles and pursuant to the laws of the State of Colorado, \nduly adopted on December 29, 1994, the preambles and resolutions attached \nhereto. \n IN WITNESS WHEREOF: we have set our hands and the corporate seal this 29th \nday of December, 1994. \n INTERCELL CORPORATION \n(SEAL) /s/ Mark Pierce \n ----------------------- \n Mark Pierce, President \n /s/ Tracy Landry \n ----------------------- \n Tracy Landry, Secretary \n<PAGE> \n \n UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING \n BOARD OF DIRECTORS \n FOR \n INTERCELL CORPORATION \n Pursuant to the provisions of Section 7-5-108, Colorado Revised Statues, as \namended ("C.R.S.") - which provide that action required or permitted by the \n"Colorado Corporation Code" to be taken at a meeting of the board of directors \nof a Company may be taken without a meeting with the same force and effect as a \nunanimous vote of said board if the action is (i) evidenced by one or more \nwritten consents describing the action taken, (ii) signed by each director and \n(iii) delivered to the secretary of the Company for filing with the corporate \nrecords - the undersigned, constituting all of the members of the board for \nIntercell Corporation (the "Board of Directors" and the "Company," \nrespectively), do hereby waive any and all notice which may be required to be \ngiven with respect to a meeting of the Board of Directors and do hereby take, \nratify, confirm and approve the following action to be effective as of December \n29, 1994: \n WHEREAS, the Articles of Incorporation governing the Company (the "Articles of \nIncorporation") permit the issuance of preferred shares in series with such \ndesignations, preferences and relative participating, optional, or other rights \nand qualifications, limitations and restrictions as may be fixed by the Board of \nDirectors, including, without limitation, the rate of dividends and redemption \nand conversion prices, all of which are to be determined after giving \nconsideration to the financial and general condition of the Company and to the \ncondition of the securities\' markets existing at the time of issuance; \n WHEREAS, the holder of certain personal property which the Company wishes to \nacquire has indicated its willingness and desire to accept preferred equity in \nthe Company solely in consideration for the sale of said property; and \n WHEREAS, the directors deem it advisable to issue a new series of preferred \nstock at this time to accomplish the aforesaid acquisition, having carefully \ninvestigated the financial and general condition of the Company and the relation \nof the condition of the Company to the condition of the securities\' market, and \nhave determined that it is in the best interests of the Company to establish a \nnew series of preferred stock to be denominated "SERIES A: NON-DIVIDEND BEARING, \nREDEEMABLE, CONVERTIBLE PREFERRED STOCK," with the attributes set forth in this \nresolution; \n NOW THEREFORE, BE IT: \n RESOLVED, that the Board of Directors hereby authorizes the Company to issue \nin exchange for those assets held by Asia Skylink, Inc., Two Hundred Ten \nThousand (210,000) shares of its "SERIES A: NON-DIVIDEND BEARING, CONVERTIBLE, \nREDEEMABLE, PREFERRED STOCK" at a price of $10.00 per share, which series shall \nhave the following features: \n (a) DIVIDENDS - the series shall be not be entitled to receive any dividends; \n (b) CONVERSION - the aforesaid holder shall be entitled to convert from time \n to time and at any time all or any part of its shares into common shares of \n the Company at a conversion price of $10.00 per share of such common stock \n beginning upon issuance \n<PAGE> \n \n of this series, which shall also, upon exercise, entitle the holder to the \n receipt of one Class A Common Stock Purchase Warrant; \n (c) REDEMPTION - the Company may redeem from time to time and at any time all \n or any part of the series upon the payment of $10.00 per share, less any \n previous distributions by the Company thereon; \n (d) LIQUIDATION PREFERENCE - the series shall not be entitled to a liquidation \n preference over any other series of preferred stock of the Company, but shall \n be entitled to a liquidation preference of $10.00 per share over the common \n shares of the Company; \n (e) SINKING FUND - the series shall have no sinking fund provisions; \n (f) VOTING RIGHTS - the series shall carry no voting powers; and \n (g) ADDITIONAL PROVISIONS - the series shall be issued, upon compliance with \nthe laws of the State of Colorado, in accordance with those terms set forth on \nExhibit A hereto, which is specifically incorporated herein by this reference \nand adopted as the act of the Company: \n RESOLVED FURTHER, that the aforesaid warrants shall have such terms and \nconditions applicable to them as set forth in Schedule 1 to Exhibit A; \n RESOLVED FURTHER, that the President and Secretary are hereby authorized and \ndirected to cause to be filed under corporate seal such certificates as shall be \nrequisite to the end that the stock and warrants shall be issued as aforesaid \nsaid; and \n RESOLVED FINALLY, that the President be and he hereby is, authorized to (i) \neffectuate, to the extent necessary and appropriate, those actions taken hereby, \n(ii) issue certificates for the shares and warrants, (iii) prepare a form of \ncertificate for the shares and warrants in accordance with the above resolution \nand (iv) provide for filing all necessary documentation with the Secretary of \nState for the Sate of Colorado, applicable state securities authorities and the \nUnited States Securities and Exchange Commission. \n This consent may be signed in any one or more counterparts, all of which when \ntaken together shall constitute the same, and when signed by all of the \ndirectors of the Company, may be certified by any proper officer as having been \nunanimously adopted by the Board of Directors on the effective date first set \nforth above. \n/s/ Mark S. Pierce \n------------------- \nMark S. Pierce \n<PAGE> \n \n EXHIBIT A \n PREFERRED STOCK PROVISIONS \nSERIES A: NON-DIVIDEND BEARING, REDEEMABLE, CONVERTIBLE \n The Series A: Non-Dividend Bearing, Redeemable, Convertible Preferred Stock \n(the "Preferred Stock") shall consist of one (1) series of Two Hundred Ten \nThousand (210,000) shares with each share to be identical to every other in all \nrespects. The "Capital Amount" for the Preferred Stock is $2,100,000 and the \nCapital Amount per share is $10.00, irrespective of the Company\'s allocation of \nthe Capital Amount to stated and/or paid-in-capital. The following sets forth \nthe provisions of the Preferred Stock. \nPART 1: DIVIDENDS \n The Preferred Stock shall not be entitled to any dividends. \nPART 2: CONVERSION \n (2.10) CONVERSION PRICE. The Capital Amount evidenced by the Preferred Stock \nfrom time to time may be converted in whole of in part at any time and from time \nto time into common stock at the sole option of the holder of the Preferred \nStock at the price of $10.00 per common share. If converted prior to \nredemption, the holder shall also be entitled to receive, in addition to one \nshare of common stock, a "CLASS A COMMON STOCK PURCHASE WARRANT," the terms and \nconditions of which are set forth on Schedule 1 attached hereto. \n (2.02) EXERCISE PROCEDURE. Any share shall be deemed to have been exercised \nwhen the Company shall have received the certificate evidencing such shares \nappropriately endorsed to reflect conversion thereof; whereupon the Company \nshall forthwith issue the shares of common stock and warrant to which the \nexercising shareholder is entitled. \n (2.03) RESERVATION OF SHARES. The Company shall at all times reserve and keep \navailable for the purpose of effecting the conversion of the Preferred Stock the \nfull number of shares of common stock then deliverable upon the conversion of \nall shares of then outstanding Preferred Stock. \n (2.04) FRACTIONAL SHARES. No fractional share of common stock shall be issued \nupon conversion, but, instead of any fraction of a share which would otherwise \nbe issuable, the Company shall pay to the holder an amount equal to the book \nvalue allocable to the fractional share of common stock which would have \notherwise been issued, as determined using Generally Accepted Accounting \nPrinciples. \n (2.05) PAYMENT OF TAXES. The Company shall pay any and all taxes that may be \nrequired in respect of the issuance or delivery of common stock and warrants on \nconversion. The Company shall not, however, be required to pay any tax which \nmay be payable in respect of any transfer involved in the issuance and delivery \nof common stock or warrants in a name other than that in which the shares \nconverted were registered, and no such issuance or delivery shall be made unless \nand until the person requesting such has paid to the Company \n<PAGE> \n \nthe amount of any such tax, or has established to the satisfaction of the \nCompany that such tax has been paid. \n (2.06) REGISTRATION, APPROVAL AND LISTING. If any shares of common stock or \nwarrants required to be issued upon conversion of Preferred Stock shall require \nregistration with or approval by any governmental authority under any federal or \nstate law, or listing on any national securities exchange before such shares or \nwarrants may be issued, the holder shall, at his own expense, cause the \naccomplishment of the same. The Company in such event shall, as expeditiously \nas possible, assist the holder in his efforts and shall use its best efforts and \nshall use its best efforts, again at the holder\'s expense, to cause such shares \nto be duly registered of approved, as the case may be. \n (2.07) DELIVERY OF NEW CERTIFICATES. Certificates for common stock and \nwarrants acquired upon conversion shall be delivered to the holder named therein \nwithin 15 days after exercise and delivery to the Company thereof. Unless all \nshares of Preferred Stock are converted or redeemed, the Company shall, within \nthe aforesaid period, prepare a new certificate, substantially identical to that \nsurrendered, representing the balance of the shares previously represented which \nhave not been converted. \nPART 3: REDEMPTION \n (3.01) OPTIONAL REDEMPTION. All or any part of the Preferred Stock may be \nredeemed by the Company in its sole and exclusive discretion at any time and \nfrom time to time by payment of the Capital Amount per share to be redeemed. \nThe Preferred Stock may no be redeemed until such time as the "market price" \n(average of inside bid and asked price) has been $12.50 or more for twenty \nconsecutive trading days prior to the mailing of the redemption notice. \n (3.02) REDEMPTION NOTICE. Before making any redemption under this part, the \nCompany shall mail to each record holder at his address a written notice \nstating: (i) the number of shares of Preferred Stock held of record by such \nholder which the Company proposes to redeem; (ii) the date on which the Company \nproposes to pay the Capital Amount per share for the shares to be redeemed; \n(iii) the Capital Amount to be paid for each share redeemed; and (iv) the place \nat which the shares to be redeemed may be surrendered in exchange for the amount \ndue. The Company shall provide such notice at least 30, but no more than 90, \ndays prior to the established redemption date, except that the holders of \nPreferred Stock may waive such notice. The Company shall not be obligated to \npay the redemption price until the shares to be redeemed are tendered and until \nthe redemption date. Redemption shall be deemed to have occurred on the earlier \nof delivery to the Company of the Preferred Stock to be redeemed or the date set \nfor redemption. \n (3.03) DETERMINATION OF NUMBER OF EACH HOLDER\'S SHARES TO BE REDEEMED. Unless \nall shares of Preferred Stock are redeemed, each record holder shall share on a \npro rata basis with all other holders of Preferred Stock in any redemption. \n (3.04) REDEMPTION PRICE. For each share of Preferred Stock which shall be \nredeemed by the Company, the Company shall be obligated to pay to the record \nholder an amount equal to the Capital Amount allocated to each such share. Each \nholder of Preferred Stock shall be entitled to receive at any time after the \nredemption date the full Capital Amount per share at the redemption date upon \nsurrender by the holder at the Company\'s principal executive office \n<PAGE> \n \nof the certificate representing the shares duly endorsed in blank or accompanied \nby an appropriate form of assignment duly endorsed in blank. \n (3.05) ALLOCATION OF PARTIAL REDEMPTION PAYMENTS AMONG HOLDERS OF PREFERRED \nSTOCK. If at any time the Company shall elect to redeem only a portion of the \nCapital Amount then outstanding, each holder of Preferred Stock shall have the \nright to have redeemed his pro rata portion. \n (3.06) REDEEMED CUMULATIVE PREFERRED STOCK TO BE CANCELED OR RETURNED TO \nTREASURY. The Company, by resolution of its Board of Directors, may, in its \nsole discretion, either cancel or return to treasury any shares of Preferred \nStock redeemed or for any other reason acquired. \nPART 4: LIQUIDATION \n The Preferred Stock shall be entitled to preferential liquidation rights over \nany other series of preferred stock previously or which may subsequently be \nissued by the Company. The Preferred Stock shall be entitled to preferential \nliquidation rights over the common stock, but only the extent of the Capital \nAmount then outstanding. \nPART 5: SINKING FUND \n The Preferred Stock shall not be entitled to the establishment of any sinking \nfund. \nPART 6: VOTING RIGHTS \n Except as otherwise provided by the Colorado Corporation Code and such other \nlaws as may be or become applicable, the entire voting power for the election of \ndirectors and for all other purposes shall be exclusively vested in the holders \nof Common Stock or such other or subsequently authorized and issued series of \npreferred stock as such rights are granted or may accrue to. In the event that \nholders of Preferred Stock may become entitled to vote, the Preferred Stock is \nnot entitled to cumulative voting, nor is it entitled to any preemptive or \nsimilar rights. Further, each share is entitled to one (1) vote on each matter \nsubmitted to a vote and to which it is entitled to vote. \nPART 7: ADJUSTMENT OF CONVERSION PRICE AND SHARES \n The Conversion Price shall be subject to adjustments as follows: \n (7.01) If the Company shall issue any shares of common stock as a share \ndividend or shall subdivide the number of outstanding shares of common stock \ninto a greater number of shares of common stock into a greater number of shares, \nthe conversion price per share shall be reduced proportionately and the number \nof shares acquirable shall be increased proportionately. Conversely, if the \nCompany shall reduce the number of shares of commons stock outstanding by \ncombining such shares into a smaller number of shares, the conversion price per \nshare shall be increased proportionately and the number of shares of common \nstock purchasable shall be decreased proportionately. \n (7.02) Notwithstanding the provisions of this Part 7, no adjustments of the \nconversion price shall be made whereby such price is adjusted in an amount less \nthe $.10 or until the aggregate of such adjustments shall equal or exceed $.10. \n<PAGE> \n \n (7.03) No adjustment of the conversion price shall be made as a result of or \nin connection with (i) the issuance of common stock pursuant to options, \nwarrants, and/or share purchase agreements outstanding or in effect on the date \nhereof, (ii) the establishment of additional option or warrant plans of the \nCompany, the modification, renewal or extension of any plan now in effect or \nhereafter created, or the issuance of common stock on exercise of any options \npursuant to such plans, (iii) the issuance of common stock in connection with an \nacquisition, consolidation, recapitalization or merger of any type, (iv) \ncompensation or similar arrangements for officers, employees, contractors, \nconsultants or agents of the Company or any subsidiary or (v) the issuance of \ncommon stock in private or public offerings. \n (7.04) Before taking any action which would cause an adjustment reducing the \nconversion price below the then par value of the common stock issuable upon \nconversion of the Preferred Stock, the Company shall take any corporate action \nwhich may, in the opinion of its counsel, be necessary in order that the Company \nmay validly and legally issue fully paid and non-assessable shares of common \nstock at the adjusted conversion price. \nPART 8: ADDITIONAL PROVISIONS. \n The Preferred Stock may be subordinated in any respect to the terms and \nprovisions of the common stock and to the terms and provisions of any other \nseries of the Company\'s preferred stock which may be issued and become \noutstanding subsequent to the Preferred Stock, unless specifically provided to \nthe contrary above. \n SCHEDULE 1 \n CLASS A WARRANT PROVISIONS \n The Class A Common Stock Purchase Warrants shall consist of one (1) series of \nTwo Hundred Ten Thousand (210,000) warrants, with each warrant to be identical \nto every other in all respects. The following sets forth the provisions of the \nwarrants. \nPART 1: EXERCISE \n (1.01) EXERCISE PRICE. The warrants in their entirety only may be exercised \nbeginning December 29, 1995, through and including January 19, 1996. The \nwarrants may not be exercised in part. Every Two and One-Tenth (2 1/10) warrant \nmay be exercised upon the payment of $5.50 per warrant to acquire one common \nshare. \n (1.02) EXERCISE PROCEDURE. Any warrants shall be deemed to have been \nexercised when the Company shall have received the certificate evidencing such \nappropriately endorsed to reelect conversion thereof; whereupon the Company \nshall forthwith issue the shares of common stock to which the exercising \nshareholder is entitled. \n (1.03) RESERVATION OF SHARES. The Company shall at all times reserve and keep \navailable for the purpose of effecting the exercise of the warrants the full \nnumber of shares of common stock then deliverable upon the conversion of all \nwarrants then outstanding. \n (1.04) FRACTIONAL SHARES. No Fractional share of common stock shall be issued \nupon exercise of the warrants, but, instead of any fraction of a share which \nwould otherwise be \n<PAGE> \n \nissuable, the Company shall pay to the holder an amount equal to the book value \nallocable to the fractional share of common stock which would have otherwise \nbeen issued, as determined using Generally Accepted Accounting Principles. \n (1.05) PAYMENT OF TAXES. The Company shall pay any and all taxes that may be \nrequired in respect of the issuance or delivery of common stock on exercise. \nThe Company shall not, however, be required to pay any tax which may be payable \nin respect of any transfer involved in the issuance and delivery of common stock \nin a name other than that in which the warrants converted were registered, and \nno such issuance or delivery shall be made unless and until the person \nrequesting such has paid to the Company the amount of any such tax, or has \nestablished to the satisfaction of the Company that such tax has been paid. \n (1.06) REGISTRATION, APPROVAL AND LISTING. If any shares of common stock \nrequired to be issued upon exercise of the warrants shall require registration \nwith or approval by any governmental authority under any federal or state law, \nor listing on any national securities exchange before such shares may be issued, \nthe holder shall, at his own expense, cause the accomplishment of the same. The \nCompany in such event shall, as expeditiously as possible, assist the holder in \nhis efforts and shall use its best efforts, again at the holder\'s expense, to \ncause such shares to be duly registered or approved, as the case may be. \n (1.07) DELIVERY OF NEW CERTIFICATES. Certificates for common stock acquired \nupon exercise shall be delivered to the holder named therein within 15 days \nafter exercise and delivery to the Company thereof. \nPART 2: REDEMPTION \n The Company is not entitled to redeem the Warrants. \nPART 3: LIQUIDATION \n The warrants shall be not be entitled to any liquidation rights. If the \nCompany liquidates during the period in which the warrants are outstanding, the \nwarrants will simply cease to exist. \nPART 4: VOTING RIGHTS \n The warrants shall not be entitled to any voting rights. \nPART 5: ADJUSTMENT OF EXERCISE PRICE AND SHARES \n The Exercise Price shall be subject to adjustment as follows: \n (5.01) If the Company shall issue any shares of common stock as a share \ndividend or shall subdivide the number of outstanding shares of common stock \ninto a greater number of shares, the exercise price per share shall be reduced \nproportionately and the number of shares acquirable shall be increased \nproportionately. Conversely, if the Company shall reduce the number of shares \nof common stock outstanding by combining such shares into a smaller number of \nshares, the exercise price per share shall be increased proportionately and the \nnumber of shares of common stock purchasable shall be decreased proportionately. \n<PAGE> \n \n (5.02) Notwithstanding the provisions of this Part 7, no adjustments of the \nexercise price shall be made whereby such price is adjusted in an amount less \nthat $.10 or until the aggregate of such adjustments shall equal or exceed $.10. \n (5.03) No adjustment of the exercise price shall be made as a result of or in \nconnection with (i) the issuance of common stock pursuant to options, warrants, \nand/or share purchase agreements outstanding or in effect on the date hereof, \n(ii) the establishment of additional option or warrant plans of the Company, the \nmodification, renewal or extension of any plan now in effect or hereafter \ncreated, or the issuance of common stock on exercise of any options pursuant to \nsuch plans, (iii) the issuance of common stock in connection with an \nacquisition, consolidation, recapitalization or merger of any type, (iv) \ncompensation or similar arrangements for officers, employees, contractors, \nconsultants or agents of the Company or any subsidiary or (v) the issuance of \ncommon stock in private or public offerings. \n (5.04) Before taking any action which would cause an adjustment reducing \nthe conversion price below the then par value of the common stock issuable upon \nexercise of the warrants, the Company shall take any corporate action which may, \nin the opinion of its counsel, be necessary in order that the Company may \nvalidly and legally issue fully paid and non-assessable shares of common stock \nat the adjusted exercise price. \n<PAGE> \n \n CERTIFICATE OF DESIGNATION OF \n SERIES B PREFERRED STOCK \n OF \n INTERCELL CORPORATION \nIt is hereby certified that: \n 1. The name of the Company (hereinafter called the "Company") is \nIntercell Corporation, a Colorado corporation. \n 2. The certificate of incorporation of the Company authorize the issuance \nof Ten Million (10,000,000) shares of preferred stock, no par value per share, \nand expressly vests in the Board of Directors of the Company the authority \nprovided therein to issue any or all of said shares in one (1) or more series \nand by resolution or resolutions to establish the designation and number and to \nfix the relative rights and preferences of each series to be issued. \n 3. The Board of Directors of the Company, pursuant to the authority \nexpressly vested in it as aforesaid, has adopted the following resolutions \ncreating a Series B issue of Preferred Stock: \n RESOLVED, that one thousand (1,000) of the Ten Million (10,000,000) \nauthorized shares of Preferred Stock of the Company shall be designated Series B \nPreferred Stock, no par value per share, and shall possess the rights and \npreferences set forth below: \n Section 1. Designation and Amount. The shares of such series shall have \n ---------------------- \nno par value and shall be designated as Series B Preferred Stock (the "Series B \nPreferred Stock") and the number of shares constituting the Series B Preferred \nStock shall be one thousand (1,000). The Series B Preferred Stock shall be \noffered at a purchase price of Ten Thousand Dollars ($10,000) per share (the \n"Original Series B Issue Price"), with a ten percent (10%) per annum accretion \nrate as set forth herein. \n Section 2. Rank. The Series B Preferred Stock shall rank: (i) junior to \n ---- \nany other class or series of capital stock of the Company hereafter created \nspecifically ranking by its terms senior to the Series B Preferred Stock \n(collectively, the "Senior Securities"); (ii) prior to all of the Company\'s \nCommon Stock, no par value per share ("Common Stock"); (iii) prior to any \nexisting class or series of preferred stock ("Existing Preferred Stock"); (iv) \nprior to any class or series of capital stock of the Company hereafter created \nnot specifically ranking by its terms senior to or on parity with any Series B \nPreferred Stock of whatever subdivision (collectively, with the Common Stock and \nthe Existing Preferred Stock, "Junior Securities"); and (v) on parity with any \nclass or series of capital stock of the Company hereafter created specifically \nranking by its terms on parity with the Series B Preferred Stock ("Parity \nSecurities") in each case as to distributions of assets upon liquidation, \ndissolution or winding up of the Company, whether voluntary or involuntary (all \nsuch distributions being referred to collectively as "Distributions"). \n<PAGE> \n \n Section 3. Dividends. The Series B Preferred Stock will bear no \n --------- \ndividends, and the holders of the Series B Preferred Stock ("Holders") shall not \nbe entitled to receive dividends on the Series B Preferred Stock. \n Section 4. Liquidation Preference. \n ---------------------- \n (a) In the event of any liquidation, dissolution or winding up of the \nCompany, either voluntary or involuntary, the Holders of shares of Series B \nPreferred Stock shall be entitled to receive, immediately after any \ndistributions to Senior Securities required by the Company\'s Certificate of \nIncorporation or any certificate of designation, and prior in preference to any \ndistribution to Junior Securities but in parity with any distribution to Parity \nSecurities, an amount per share equal to the sum of (i) the Original Series B \nIssue Price for each outstanding share of Series B Preferred Stock and (ii) an \namount equal to ten percent (10%) of the Original Series B Issue Price per annum \nfor the period that has passed since the date that, in connection with the \nconsummation of the purchase by Holder of shares of Series B Preferred Stock \nfrom the Company, the escrow agent first had in its possession funds \nrepresenting full payment for the shares of Series B Preferred Stock (such \namount being referred to herein as the "Premium"). If upon the occurrence of \nsuch event, and after payment in full of the preferential amounts with respect \nto the Senior Securities, the assets and funds available to be distributed among \nthe Holders of the Series B Preferred Stock and Parity Securities shall be \ninsufficient to permit the payment to such Holders of the full preferential \namounts due to the Holders of the Series B Preferred Stock and the Parity \nSecurities, respectively, then the entire assets and funds of the Company \nlegally available for distribution shall be distributed among the Holders of the \nSeries B Preferred Stock and the Parity Securities, pro rata, based on the \nrespective liquidation amounts to which each such series of stock is entitled by \nthe Company\'s Certificate of Incorporation and any certificate(s) of designation \nrelating thereto. \n (b) Upon the completion of the distribution required by subsection \n4(a), if assets remain in this Company, they shall be distributed to holders of \nJunior Securities in accordance with the Company\'s Certificate of Incorporation \nincluding any duly adopted certificate(s) of designation. \n (c) At each Holder\'s option, a sale, conveyance or disposition of all \nor substantially all of the assets of the Company or the effectuation by the \nCompany of a transaction or series of related transactions in which more than \nfifty percent (50%) of the voting power of the Company is disposed of shall be \ndeemed to be a liquidation, dissolution or winding up within the meaning of this \nSection 4; provided further that an event described in the prior clause that the \nHolder does not elect to treat as a liquidation and a consolidation, merger, \nacquisition, or other business combination of the Company with or into any other \ncompany or companies shall not be treated as a liquidation, dissolution or \nwinding up within the meaning of this Section 4, but instead shall be treated \npursuant to Section 5(f) hereof. \n (d) In the event that, immediately prior to the closing of a \ntransaction described in Section 4(c) which would constitute a liquidation \nevent, the cash distributions required by Section 4(a) or Section 6 have not \nbeen made, the Company shall either: (i) cause such closing to be postponed \nuntil such cash distributions have been made, or (ii) cancel such transaction, \nin which event the rights of the Holders of Series B Preferred Stock shall be \nthe same as existing immediately prior to such proposed transaction. \n<PAGE> \n \n Section 5. Conversion. The record Holders of this Series B Preferred \n ---------- \nStock shall have conversion rights as follows (the "Conversion Rights"): \n (a) Right to Convert. Each record Holder of Series B Preferred Stock \nshall be entitled (at the times and in the amounts set forth below) and subject \nto the Company\'s right of redemption set forth in Section 6(a), at the office of \nthe Company or any transfer agent for the Series B Preferred Stock (the \n"Transfer Agent"), to convert (in multiples of one (1) share of Preferred Stock) \nas follows: (x) up to one-third (1/3) of the shares of Series B Preferred Stock \ninitially issued to such Holder at any time beginning forty-five (45) days \nfollowing the date of the last closing of a purchase and sale of Series B \nPreferred Stock that occurs pursuant to the offering of the Series B Preferred \nStock by the Company (the "Last Closing Date") and at any time thereafter, (y) \nup to an additional one-third (1/3) of the shares of Series B Preferred Stock \ninitially issued to such Holder at any time beginning seventy-five (75) days \nfollowing the Last Closing Date and at any time thereafter, and (z) all \nremaining Series B Preferred Stock held by such Holder at any time beginning \none hundred five (105) days following the Last Closing Date (each of the time \nperiods referenced in subclauses (x), (y) and (z) is hereinafter referred to \nsingularly as a "Conversion Gate") at the office of the Company or any Transfer \nAgent for the Series B Preferred Stock, into that number of fully-paid and non- \nassessable shares of Common Stock of the Company calculated in accordance with \nthe following formula (the "Conversion Rate"): \nNumber of shares issued upon conversion of one (1) share of Series B Preferred \nStock = \n (.10) (N/365) (10,000) + 10,000 \n ------------------------------- \n Conversion Price \nwhere, \n N= the number of days between (i) the date that, in connection with the \nconsummation of the initial purchase by Holder of shares of Series B Preferred \nStock from the Company, the escrow agent first had in its possession funds \nrepresenting full payment for the shares of Series B Preferred Stock for which \nconversion is being elected, and (ii) the applicable Date of Conversion (as \ndefined in Section 5(c)(iv) below) for the shares of Series B Preferred Stock \nfor which conversion is being elected, and \n Conversion Price = the lesser of (x) 100% of the average Closing Bid Price, \nas that term is defined below, for the five (5) trading days ending on June 26, \n1996, which amount is equal to $ 3.9375 (the "Fixed Conversion Price"), or (y) \n85% of the average Closing Bid Price, as that term is defined below, of the \nCompany\'s Common Stock for the five (5) trading days immediately preceding the \nDate of Conversion, as defined below (the "Variable Conversion Price"). \n For purposes hereof, the term "Closing Bid Price" shall mean the closing \nbid price on the Nasdaq Small Cap Market, or if not traded on the Nasdaq Small \nCap Market, the closing bid price on the principal national securities exchange \nor the National Market System on which the Common Stock is so traded and if not \navailable, the mean of the high and low prices on the principal national \nsecurities exchange or the National Market System on which the Common Stock is \nso traded. \n<PAGE> \n \n (b) Conversion at Market Price. Notwithstanding the limitations on \nconversion set forth above, each record Holder of Series B Preferred Stock shall \nbe entitled to convert, subject to the Company\'s right of redemption set forth \nin section 6(a), the Preferred Stock (in multiples of one (1) share of Preferred \nStock) prior to the applicable Conversion Gate (but no earlier than forty-five \n(45) days following the Last Closing Date), at the office of the Transfer Agent, \ninto that number of fully-paid and non-assessable shares of Common Stock of \nCompany calculated in accordance with the Conversion Rate set forth above; \nprovided, however, that, for purposes of the conversion pursuant to this \nsubsection 4(b), the Conversion Price shall equal the Closing Bid Price of the \nCompany\'s Common Stock on the trading day immediately prior to the Date of \nConversion. \n (c) Mechanics of Conversion. In order to convert Series B Preferred \nStock into full shares of Common Stock, the Holder shall (i) fax, on or prior to \n11:59 p.m., New York City time (the "Conversion Notice Deadline") on the date of \nconversion, a copy of the fully executed notice of conversion ("Notice of \nConversion") to the Company at the office of the Company or its designated \ntransfer agent (the "Transfer Agent") for the Series B Preferred Stock stating \nthat the Holder elects to convert, which notice shall specify the date of \nconversion, the number of shares of Series B Preferred Stock to be converted, \nthe applicable conversion price and a calculation of the number of shares of \nCommon Stock issuable upon such conversion (together with a copy of the front \npage of each certificate to be converted) and (ii) surrender to a common courier \nfor delivery to the office of the Company or the Transfer Agent, the original \ncertificates representing the Series B Preferred Stock being converted (the \n"Preferred Stock Certificates"), duly endorsed for transfer; provided, however, \nthat the Company shall not be obligated to issue certificates evidencing the \nshares of Common Stock issuable upon such conversion unless either the Preferred \nStock Certificates are delivered to the Company or its Transfer Agent as \nprovided above, or the Holder notifies the Company or its Transfer Agent that \nsuch certificates have been lost, stolen or destroyed (subject to the \nrequirements of subparagraph (i) below). Upon receipt by Company of a facsimile \ncopy of a Notice of Conversion, Company shall immediately send, via facsimile, \na confirmation of receipt of the Notice of Conversion to Holder which shall \nspecify that the Notice of Conversion has been received and the name and \ntelephone number of a contact person at the Company whom the Holder should \ncontact regarding information related to the Conversion. In the case of a \ndispute as to the calculation of the Conversion Rate, the Company shall promptly \nissue to the Holder the number of Shares that are not disputed and shall submit \nthe disputed calculations to its outside accountant via facsimile within three \n(3) days of receipt of Holder\'s Notice of Conversion. The Company shall cause \nthe accountant to perform the calculations and notify Company and Holder of the \nresults no later than forty-eight (48) hours from the time it receives the \ndisputed calculations. Accountant\'s calculation shall be deemed conclusive \nabsent manifest error. \n (i) Lost or Stolen Certificates. Upon receipt by the Company of \nevidence of the loss, theft, destruction or mutilation of any Preferred Stock \nCertificates representing shares of Series B Preferred Stock, and (in the case \nof loss, theft or destruction) of indemnity or security reasonably satisfactory \nto the Company, and upon surrender and cancellation of the Preferred Stock \nCertificate(s), if mutilated, the Company shall execute and deliver new \nPreferred Stock Certificate(s) of like tenor and date. However, Company shall \nnot be obligated to re-issue such lost or stolen Preferred Stock Certificates if \nHolder contemporaneously requests Company to convert such Series B Preferred \nStock into Common Stock. \n (ii) Delivery of Common Stock Upon Conversion. The Transfer Agent or \nthe Company (as applicable) shall, no later than the close of business on the \nsecond (2nd) business \n<PAGE> \n \nday (the "Deadline") after receipt by the Company or the Transfer Agent of a \nfacsimile copy of a Notice of Conversion and receipt by Company or the Transfer \nAgent of all necessary documentation duly executed and in proper form required \nfor conversion, including the original Preferred Stock Certificates to be \nconverted (or after provision for security or indemnification in the case of \nlost or destroyed certificates, if required), issue and surrender to a common \ncourier for either overnight or (if delivery is outside the United States) two \n(2) day delivery to the Holder at the address of the Holder as shown on the \nstock records of the Company a certificate for the number of shares of Common \nStock to which the Holder shall be entitled as aforesaid. \n (iii) No Fractional Shares. If any conversion of the Series B \nPreferred Stock would create a fractional share of Common Stock or a right to \nacquire a fractional share of Common Stock, such fractional share shall be \ndisregarded and the number of shares of Common Stock issuable upon conversion, \nin the aggregate, shall be the next lower number of shares. \n (iv) Date of Conversion. The date on which conversion occurs (the \n"Date of Conversion") shall be deemed to be the date set forth in such Notice of \nConversion, provided (i) that the advance copy of the Notice of Conversion is \nfaxed to the Company before 11:59 p.m., New York City time, on the Date of \nConversion, and (ii) that the original Preferred Stock Certificates representing \nthe shares of Series B Preferred Stock to be converted are surrendered by \ndepositing such certificates with a common courier, as provided above, and \nreceived by the Transfer Agent or the Company as soon as practicable after the \nDate of Conversion. The person or persons entitled to receive the shares of \nCommon Stock issuable upon such conversion shall be treated for all purposes as \nthe record Holder or Holders of such shares of Common Stock on the Date of \nConversion. \n (d) Reservation of Stock Issuable Upon Conversion. The Company shall \nat all times reserve and keep available out of its authorized but unissued \nshares of Common Stock, solely for the purpose of effecting the conversion of \nthe Series B Preferred Stock, such number of its shares of Common Stock as shall \nfrom time to time be sufficient to effect the conversion of all then outstanding \nSeries B Preferred Stock; and if at any time the number of authorized but \nunissued shares of Common Stock shall not be sufficient to effect the conversion \nof all then outstanding shares of Series B Preferred Stock, the Company will \ntake such corporate action as may be necessary to increase its authorized but \nunissued shares of Common Stock to such number of shares as shall be sufficient \nfor such purpose. \n (e) Automatic Conversion. Each share of Series B Preferred Stock \noutstanding on the date which is three (3) years after the Last Closing Date \nautomatically shall be converted into Common Stock on such date at the \nConversion Rate then in effect (calculated in accordance with the formula in \nSection 5(a) above), and the date which is three (3) years after the Last \nClosing Date shall be deemed the Date of Conversion with respect to such \nconversion. \n (f) Adjustment to Conversion Rate. \n (i) Adjustment to Fixed Conversion Price Due to Stock Split, \nStock Dividend, Etc. If, prior to the conversion of all of the Series B \nPreferred Stock, the number of outstanding shares of Common Stock is increased \nby a stock split, stock dividend, or other similar event, the Fixed Conversion \nPrice shall be proportionately reduced, or if the number of outstanding shares \nof Common Stock is decreased by a combination or reclassification of shares, or \nother similar event, the Fixed Conversion Price shall be proportionately \nincreased. \n<PAGE> \n \n (ii) Adjustment to Variable Conversion Price. If, at any time when \nany shares of the Series B Preferred Stock are issued and outstanding, the \nnumber of outstanding shares of Common Stock is increased or decreased by a \nstock split, stock dividend, or other similar event, which event shall have \ntaken place during the reference period for determination of the Conversion \nPrice for any conversion of the Series B Preferred Stock, then the Variable \nConversion Price shall be calculated giving appropriate effect to the stock \nsplit, stock dividend, combination, reclassification or other similar event for \nall five (5) trading days immediately preceding the Date of Conversion. \n (iii) Adjustment Due to Merger, Consolidation, Etc. If, prior to \nthe conversion of all Series B Preferred Stock, there shall be any merger, \nconsolidation, exchange of shares, recapitalization, reorganization, or other \nsimilar event, as a result of which shares of Common Stock of the Company shall \nbe changed into the same or a different number of shares of the same or another \nclass or classes of stock or securities of the Company or another entity or \nthere is a sale of all or substantially all the Company\'s assets or there is a \nchange of control transaction not deemed to be a liquidation pursuant to section \n4(c), then the Holders of Series B Preferred Stock shall thereafter have the \nright to receive upon conversion of Series B Preferred Stock, upon the basis and \nupon the terms and conditions specified herein and in lieu of the shares of \nCommon Stock immediately theretofore issuable upon conversion, such stock, \nsecurities and/or other assets which the Holder would have been entitled to \nreceive in such transaction had the Series B Preferred Stock been converted \nimmediately prior to such transaction, and in any such case appropriate \nprovisions shall be made with respect to the rights and interests of the Holders \nof the Series B Preferred Stock to the end that the provisions hereof \n(including, without limitation, provisions for the adjustment of the Conversion \nPrice and of the number of shares issuable upon conversion of the Series B \nPreferred Stock) shall thereafter be applicable, as nearly as may be practicable \nin relation to any securities thereafter deliverable upon the exercise hereof. \nThe Company shall not effect any transaction described in this subsection \n5(f)(iii) unless (a) it first gives thirty (30) business days prior notice of \nsuch merger, consolidation, exchange of shares, recapitalization, \nreorganization, or other similar event (during which time the Holder shall be \nentitled to convert its shares of Series B Preferred Stock into Common Stock) \nand (b) the resulting successor or acquiring entity (if not the Company) assumes \nby written instrument the obligations of the Company under this Certificate of \nDesignation including this subsection 5(f)(iii). \n (iv) No Fractional Shares. If any adjustment under this Section 5(f) \nwould create a fractional share of Common Stock or a right to acquire a \nfractional share of Common Stock, such fractional share shall be disregarded and \nthe number of shares of Common Stock issuable upon conversion shall be the next \nlower number of shares. \n Section 6. Redemption by Company. \n --------------------- \n (a) Company\'s Right to Redeem Upon Receipt of Notice of Conversion. \nIf the Conversion Price of the Company\'s Common Stock is less than the Fixed \nConversion Price (as defined in Section 5(a)), at the time of receipt of a \nNotice of Conversion pursuant to Section 5, the Company shall have the right, in \nits sole discretion, to redeem in whole or in part any Series B Preferred Stock \nsubmitted for conversion, immediately prior to and in lieu of conversion \n("Redemption Upon Receipt of Notice of Conversion"). If the Company elects to \nredeem some, but not all, of the Series B Preferred Stock submitted for \nconversion, the Company shall redeem from among the Series B Preferred Stock \nsubmitted by the various shareholders for conversion on the \n<PAGE> \n \napplicable date, a pro-rata amount from each such Holder so submitting Series B \nPreferred Stock for conversion. \n (i) Redemption Price Upon Receipt of a Notice of Conversion. The \nredemption price per share of Series B Preferred Stock under this Section 6(a) \nshall be calculated in accordance with the following formula ("Redemption \nRate"): \n[[(.10)(N/365) (10,000)] + 10,000] x Closing Bid Price on Date of Conversion \n --------------------------------------- \n Conversion Price \nwhere, \n "N," "Date of Conversion," "Closing Bid Price" and "Conversion Price" shall \nhave the same meanings as defined in Section 5. \n (ii) Mechanics of Redemption Upon Receipt of Notice of Conversion. \nThe Company shall effect each such redemption by giving notice of its election \nto redeem, by facsimile, by 5:00 p.m. New York City time the next business day \nfollowing receipt of a Notice of Conversion from a Holder, and the Company shall \nprovide a copy of such redemption notice by overnight or two (2) day courier, to \n(A) the Holder of the Series B Preferred Stock submitted for conversion at the \naddress and facsimile number of such Holder appearing in the Company\'s register \nfor the Series B Preferred Stock and (B) the Company\'s Transfer Agent. Such \nredemption notice shall indicate whether the Company will redeem all or part of \nthe Series B Preferred Stock submitted for conversion and the applicable \nredemption price. \n (b) Company\'s Right to Redeem at its Election. At any time, \ncommencing twelve (12) months and one (1) day after the Last Closing Date, the \nCompany shall have the right, in its sole discretion, to redeem ("Redemption at \nCompany\'s Election"), from time to time, any or all of the Series B Preferred \nStock; provided (i) Company shall first provide thirty (30) business days \nadvance written notice as provided in subparagraph 6(b)(ii) below (which can be \ngiven beginning thirty (30) business days prior to the date which is twelve (12) \nmonths and one (1) day after the Last Closing Date), and (ii) that the Company \nshall only be entitled to redeem Series B Preferred Stock having an aggregate \nStated Value (as defined below) of at least One Million Five Hundred Thousand \nDollars ($1,500,000). If the Company elects to redeem some, but not all, of the \nSeries B Preferred Stock, the Company shall redeem a pro-rata amount from each \nHolder of the Series B Preferred Stock. \n (i) Redemption Price At Company\'s Election. The "Redemption Price \nAt Company\'s Election" shall be calculated as a percentage of Stated Value, as \nthat term is defined below, of the Series B Preferred Stock redeemed pursuant to \nthis Section 6(b), which percentage shall vary depending on the date of \nRedemption at Company\'s Election (as defined below), and shall be determined as \nfollows: \n<TABLE> \n<CAPTION> \nDate of Notice of Redemption at Company\'s Election % of Stated Value \n-------------------------------------------------- ----------------- \n<S> <C> \n12 months and 1 day to 18 months following Last Closing Date 130% \n18 months and 1 day to 24 months following Last Closing Date 125% \n24 months and 1 day to 30 months following Last Closing Date 120% \n30 months and 1 day to 36 months following Last Closing Date 115% \n</TABLE> \n<PAGE> \n \n For purposes hereof, "Stated Value" shall mean the Original Series B Issue \nPrice (as defined in Section 4(a)) of the shares of Series B Preferred Stock \nbeing redeemed pursuant to this Section 6(b), together with the accrued but \nunpaid Premium (as defined in Section 4(a)). \n (ii) Mechanics of Redemption at Company\'s Election. The Company \nshall effect each such redemption by giving at least thirty (30) business days \nprior written notice ("Notice of Redemption At Company\'s Election") to (A) the \nHolders of the Series B Preferred Stock selected for redemption, at the address \nand facsimile number of such Holder appearing in the Company\'s Series B \nPreferred stock register and (B) the Transfer Agent, which Notice of Redemption \nAt Company\'s Election shall be deemed to have been delivered three (3) business \ndays after the Company\'s mailing (by overnight or two (2) day courier, with a \ncopy by facsimile) of such Notice of Redemption At Company\'s Election. Such \nNotice of Redemption At Company\'s Election shall indicate (i) the number of \nshares of Series B Preferred Stock that have been selected for redemption, (ii) \nthe date which such redemption is to become effective (the "Date of Redemption \nAt Company\'s Election") and (iii) the applicable Redemption Price At Company\'s \nElection, as defined in subsection (b)(i) above. Notwithstanding the above, \nHolder may convert into Common Stock pursuant to section 5, prior to the close \nof business on the Date of Redemption at Company\'s Election, any Series B \nPreferred Stock which it is otherwise entitled to convert, including Series B \nPreferred Stock that has been selected for redemption at Company\'s election \npursuant to this subsection 6(b); provided, however, that the Company shall \nstill be entitled to exercise its right to redeem upon receipt of a Notice of \nConversion pursuant to section 6(a). \n (c) Company Must Have Immediately Available Funds or Credit \nFacilities. The Company shall not be entitled to send any Redemption Notice and \nbegin the redemption procedure under Sections 6(a) and 6(b) unless it has: \n (i) the full amount of the redemption price in cash, available in \na demand or other immediately available account in a bank or similar financial \ninstitution; or \n (ii) immediately available credit facilities, in the full amount of \nthe redemption price with a bank or similar financial institution; or \n (iii) an agreement with a standby underwriter willing to purchase \nfrom the Company a sufficient number of shares of stock to provide proceeds \nnecessary to redeem any stock that is not converted prior to redemption; or \n (iv) a combination of the items set forth in (i), (ii) and (iii) \nabove, aggregating the full amount of the redemption price. \n (d) Payment of Redemption Price. \n (i) Each Holder submitting Preferred Stock being redeemed under \nthis Section 6 shall send their Series B Preferred Stock Certificates so \nredeemed to the Company or its Transfer Agent, and the Company shall pay the \napplicable redemption price to that Holder within five (5) business days of the \nDate of Redemption at Company\'s Election. The Company shall not be obligated to \ndeliver the redemption price unless the Preferred Stock Certificates so redeemed \nare delivered to the Company or its Transfer Agent, or, in the event one (1) or \nmore certificates have been lost, stolen, mutilated or destroyed, unless the \nHolder has complied with Section 5(c)(i). \n<PAGE> \n \n (ii) If Company elects to redeem pursuant to Section 6(a) hereof, \nand Company fails to pay Holder the redemption price within the time frame as \nrequired by this Section 6(d), then Company shall issue shares of Common Stock \nto any such Holder who has submitted a Notice of Conversion in compliance with \nSection 5(c) hereof. The shares to be issued to Holder pursuant to this \nprovision shall be the number of shares determined using a Conversion Price (as \ndefined in Section 6 hereof) that equals the lesser of (i) the Conversion Price \non the date Holder sends its Notice of Conversion to Company or Transfer Agent \nvia facsimile or (ii) the Conversion Price on the date the Transfer Agent issues \nCommon Stock pursuant to this Section 6(d)(ii). The issuance of such shares \nshall not affect the Company\'s liability for damages, if any, to the Holder \nresulting from its failure to redeem. \n (e) Blackout Period. Notwithstanding the foregoing, the Company may \nnot either send out a redemption notice or effect a redemption pursuant to \nSection 6(b) above during a Blackout Period (defined as a period during which \nthe Company\'s officers or directors would not be entitled to buy or sell stock \nbecause of their holding of material non-public information), unless the Company \nshall first disclose the non-public information that resulted in the Blackout \nPeriod; provided, however, that no redemption shall be effected until at least \nten (10) days after the Company shall have given the Holder written notice that \nthe Blackout Period has been lifted. \n Section 7. Advance Notice of Redemption. \n ---------------------------- \n (a) Holder\'s Right to Elect to Receive Notice of Cash Redemption \nby the Company. Holder shall have the right to require Company to provide \nadvance notice stating whether the Company will elect to redeem Holder\'s shares \nof Series B Preferred Stock in cash, pursuant to the Company\'s redemption rights \ndiscussed in Section 6(a). \n (b) Mechanics of Holder\'s Election Notice. Holder shall send notice \n("Election Notice") to the Company and such other person(s) as the Company may \ndesignate, via facsimile, Holder\'s intention to require Company to disclose that \nif Holder were to exercise his, her or its right of conversion (pursuant to \nSection 5) whether Company would elect to redeem a specific number of shares of \nHolder\'s Series B Preferred Stock for cash in lieu of issuing Common Stock. \nCompany is required to disclose to Holder what action Company would take over \nthe subsequent twenty (20) business day period, including the date of such \nElection Notice, as further discussed in subsection 7(c). \n (c) Company\'s Response. Upon receipt by the Company of a facsimile \ncopy of an Election Notice, Company shall immediately send, via facsimile, a \nconfirmation of receipt of the Election Notice to Holder, which shall specify \nthat the Election Notice has been received and the name and telephone number of \na contact person at the Company whom the Holder should contact regarding \ninformation related to the requested advance notice. Thereafter, the Company \nmust respond by the close of business on the next business day following receipt \nof Holder\'s Election Notice (1) via facsimile and (2) by depositing such \nresponse with an overnight or two (2) day courier. The Company\'s response must \nstate whether it would redeem the shares, in whole or in part, or allow \nconversion into shares of Common Stock without redemption. If Company does not \nrespond to Holder within one (1) business day via facsimile and overnight or two \n(2) day courier, Company shall be required to issue to Holder Common Stock upon \nHolder\'s conversion within the subsequent twenty (20) business day period of \nHolder\'s Election Notice. However, if the Company\'s Common Stock price \ndecreases so that under the Conversion Rate Company would be required to \n<PAGE> \n \nissue more than an additional ten percent (10% ) of shares of Common Stock than \nHolder was entitled to receive at the time Holder sent Company its Election \nNotice, then Company shall no longer be bound to convert Holder\'s Preferred \nStock into Common Stock but may elect to redeem for cash. \n Section 8. Voting Rights. The Holders of the Series B Preferred Stock \n ------------- \nshall have no voting power whatsoever, except as otherwise provided by the \nColorado Business Corporation Act ("Colorado Law"), and no Holder of Series B \nPreferred Stock shall vote or otherwise participate in any proceeding in which \nactions shall be taken by the Company or the shareholders thereof or be entitled \nto notification as to any meeting of the shareholders. \n Notwithstanding the above, Company shall provide Holder with notification \nof any meeting of the shareholders regarding any major corporate events \naffecting the Company. In the event of any taking by the Company of a record of \nits shareholders for the purpose of determining shareholders who are entitled to \nreceive payment of any dividend or other distribution, any right to subscribe \nfor, purchase or otherwise acquire any share of any class or any other \nsecurities or property (including by way of merger, consolidation or \nreorganization), or to receive any other right, or for the purpose of \ndetermining shareholders who are entitled to vote in connection with any \nproposed sale, lease or conveyance of all or substantially all of the assets of \nthe Company, or any proposed liquidation, dissolution or winding up of the \nCompany, the Company shall mail a notice to Holder, at least ten (10) days prior \nto the record date specified therein, of the date on which any such record is to \nbe taken for the purpose of such dividend, distribution, right or other event, \nand a brief statement regarding the amount and character of such dividend, \ndistribution, right or other event to the extent known at such time. \n To the extent that under Colorado Law the vote of the Holders of the Series \nB Preferred Stock, voting separately as a class, is required to authorize a \ngiven action of the Company, the affirmative vote or consent of the Holders of \nat least a majority of the shares of the Series B Preferred Stock represented at \na duly held meeting at which a quorum is present or by written consent of a \nmajority of the shares of Series B Preferred Stock (except as otherwise may be \nrequired under Colorado Law) shall constitute the approval of such action by the \nclass. To the extent that under Colorado Law the Holders of the Series B \nPreferred Stock are entitled to vote on a matter with holders of Common Stock, \nvoting together as one (1) class, each share of Series B Preferred Stock shall \nbe entitled to a number of votes equal to the number of shares of Common Stock \ninto which it is then convertible using the record date for the taking of such \nvote of stockholders as the date as of which the Conversion Price is calculated. \nHolders of the Series B Preferred Stock also shall be entitled to notice of all \nshareholder meetings or written consents with respect to which they would be \nentitled to vote, which notice would be provided pursuant to the Company\'s by- \nlaws and applicable statutes. \n Section 9. Protective Provision. So long as shares of Series B Preferred \n -------------------- \nStock are outstanding, the Company shall not without first obtaining the \napproval (by vote or written consent, as provided by Colorado Law) of the \nHolders of at least seventy-five percent (75%) of the then outstanding shares of \nSeries B Preferred Stock, and at least seventy-five percent (75%) of the then \noutstanding Holders: \n (a) alter or change the rights, preferences or privileges of the \nSeries B Preferred Stock or any Senior Securities so as to affect adversely the \nSeries B Preferred Stock; provided, \n<PAGE> \n \nhowever, that no such change may be approved at any time on or prior to the \nfortieth (40th) day following the Last Closing Date unless such change is \nunanimously approved by all Holders; \n (b) create any new class or series of stock having a preference over \nor on parity with the Series B Preferred Stock with respect to Distributions (as \ndefined in Section 2 above) or increase the size of the authorized number of \nSeries B Preferred; or \n (c) do any act or thing not authorized or contemplated by this \nDesignation which would result in taxation of the holders of shares of the \nSeries B Preferred Stock under Section 305 of the Internal Revenue Code of 1986, \nas amended (or any comparable provision of the Internal Revenue Code as \nhereafter from time to time amended). \n In the event Holders of at least seventy-five percent (75%) of the then \noutstanding shares of Series B Preferred Stock and at least seventy-five percent \n(75%) of the then outstanding Holders agree to allow the Company to alter or \nchange the rights, preferences or privileges of the shares of Series B Preferred \nStock, pursuant to subsection (a) above, so as to affect the Series B Preferred \nStock, then the Company will deliver notice of such approved change to the \nHolders of the Series B Preferred Stock that did not agree to such alteration or \nchange (the "Dissenting Holders") and Dissenting Holders shall have the right \nfor a period of thirty (30) business days to convert pursuant to the terms of \nthis Certificate of Designation as they exist prior to such alteration or change \n(notwithstanding the forty-five (45) day, seventy-five (75) day, and one hundred \nfive (105) day holding requirements set forth in Section 5(a) hereof), or \ncontinue to hold their shares of Series B Preferred Stock provided, however, \nthat the Dissenting Holders may not convert anytime on or before the fortieth \n(40th) day following the Last Closing Date. \n Section 10. Status of Converted or Redeemed Stock. In the event any \n ------------------------------------- \nshares of Series B Preferred Stock shall be converted or redeemed pursuant to \nSection 5 or Section 6 hereof, the shares so converted or redeemed shall be \ncanceled, shall return to the status of authorized but unissued Preferred Stock \nof no designated series, and shall not be issuable by the Company as Series B \nPreferred Stock. \n Section 11. Preference Rights. Nothing contained herein shall be \n ----------------- \nconstrued to prevent the Board of Directors of the Company from issuing one (1) \nor more series of Preferred Stock with dividend and/or liquidation preferences \njunior to the dividend and liquidation preferences of the Series B Preferred \nStock. \nSigned on July 10, 1996 \n By: /s/ Gordon Sales \n ----------------------- \n Gordon Sales, President \n<PAGE> \n \n CERTIFICATE OF DESIGNATION OF \n SERIES C PREFERRED STOCK \n OF \n INTERCELL CORPORATION \nIt is hereby certified that: \n 1. The name of the Company (hereinafter called the "Company") is \nIntercell Corporation, a Colorado corporation. \n 2. The certificate of incorporation of the Company authorizes the \nissuance of Ten Million (10,000,000) shares of preferred stock, no par value per \nshare, and expressly vests in the Board of Directors of the Company the \nauthority provided therein to issue any or all of said shares in one (1) or more \nseries and by resolution or resolutions to establish the designation and number \nand to fix the relative rights and preferences of each series to be issued. \n 3. The Board of Directors of the Company, pursuant to the authority \nexpressly vested in it as aforesaid, has adopted the following resolutions \ncreating a Series C issue of Preferred Stock: \n RESOLVED, that Six Hundred (600) of the Ten Million (10,000,000) authorized \nshares of Preferred Stock of the Company shall be designated Series C Preferred \nStock, no par value per share, and shall possess the rights and preferences set \nforth below: \n Section 1. Designation and Amount. The shares of such series shall have \n ---------------------- \nno par value per share and shall be designated as Series C Preferred Stock (the \n"Series C Preferred Stock") and the number of shares constituting the Series C \nPreferred Stock shall be Six Hundred (600). The Series C Preferred Stock shall \nbe offered at a purchase price of Ten Thousand Dollars ($10,000) per share (the \n"Original Series C Issue Price"), with an eight percent (8%) per annum accretion \nrate as set forth herein. \n Section 2. Rank. The Series C Preferred Stock shall rank: (i) junior to \n ---- \nthe Company\'s Series B Preferred Stock and any other class or series of capital \nstock of the Company hereafter created specifically ranking by its terms senior \nto the Series C Preferred Stock (collectively, the "Senior Securities"); (ii) \nprior to all of the Company\'s Common Stock, no par value per share ("Common \nStock"); (iii) prior to any class or series of capital stock of the Company \nhereafter created not specifically ranking by its terms senior to or on parity \nwith any Series C Preferred Stock of whatever subdivision (collectively, with \nthe Common Stock, "Junior Securities"); and (iv) on parity with any class or \nseries of capital stock of the Company hereafter created specifically ranking by \nits terms on parity with the Series C Preferred Stock ("Parity Securities") in \neach case as to distributions of assets upon liquidation, dissolution or winding \nup of the Company, whether voluntary or involuntary (all such distributions \nbeing referred to collectively as "Distributions"). \n Section 3. Dividends. The Series C Preferred Stock will bear no \n --------- \ndividends, and the holders of the Series C Preferred Stock ("Holders") shall not \nbe entitled to receive dividends on the Series C Preferred Stock. \n<PAGE> \n \n Section 4. Liquidation Preference. \n ---------------------- \n (a) In the event of any liquidation, dissolution or winding up of the \nCompany ("Liquidation Event"), either voluntary or involuntary, the Holders of \nshares of Series C Preferred Stock shall be entitled to receive, immediately \nafter any distributions to Senior Securities required by the Company\'s \nCertificate of Incorporation or any certificate of designation, and prior in \npreference to any distribution to Junior Securities but in parity with any \ndistribution to Parity Securities, an amount per share equal to the sum of (i) \nthe Original Series C Issue Price for each outstanding share of Series C \nPreferred Stock and (ii) an amount equal to eight percent (8%) of the Original \nSeries C Issue Price per annum for the period that has passed since the date \nthat, in connection with the consummation of the purchase by Holder of shares of \nSeries C Preferred Stock from the Company, the escrow agent first had in its \npossession funds representing full payment for the shares of Series C Preferred \nStock (such amount being referred to herein as the "Premium"). If upon the \noccurrence of such event, and after payment in full of the preferential amounts \nwith respect to the Senior Securities, the assets and funds available to be \ndistributed among the Holders of the Series C Preferred Stock and Parity \nSecurities shall be insufficient to permit the payment to such Holders of the \nfull preferential amounts due to the Holders of the Series C Preferred Stock and \nthe Parity Securities, respectively, then the entire assets and funds of the \nCompany legally available for distribution shall be distributed among the \nHolders of the Series C Preferred Stock and the Parity Securities, pro rata, \nbased on the respective liquidation amounts to which each such series of stock \nis entitled by the Company\'s Certificate of Incorporation and any certificate(s) \nof designation relating thereto. \n (b) Upon the completion of the distribution required by subsection \n4(a), if assets remain in this Company, they shall be distributed to holders of \nJunior Securities in accordance with the Company\'s Certificate of Incorporation \nincluding any duly adopted certificate(s) of designation. \n (c) At each Holder\'s option, a sale, conveyance or disposition of all \nor substantially all of the assets of the Company or the effectuation by the \nCompany of a transaction or series of related transactions in which any person \nor entity acquires more than fifty percent (50%) of the voting power of the \nCompany (a "Change of Control") shall be deemed to be a Liquidation Event as \ndefined in Section 4(a); provided further that (i) a consolidation, merger, \nacquisition, or other business combination of the Company with or into any other \npublicly traded company or companies shall not be treated as a Liquidation Event \nas defined in Section 4(a), but instead shall be treated pursuant to Section \n5(e)(iii) hereof, and (ii) a consolidation, merger, acquisition, or other \nbusiness combination of the Company with or into any other non-publicly traded \ncompany or companies shall be treated as a Liquidation Event as defined in \nSection 4(a). The Company shall not effect any transaction described in \nsubsection 4(c)(ii) unless it first gives thirty (30) business days prior notice \nof such transaction (during which time the Holder shall be entitled to \nimmediately convert any or all of its shares of Series C Preferred Stock into \nCommon Stock at the Conversion Price, as defined below, then in effect, which \nconversion shall not be subject to the conversion restrictions set forth in \nSection 5(a)). \n (d) In the event that, immediately prior to the closing of a \ntransaction described in Section 4(c) which would constitute a Liquidation \nEvent, the cash distributions required by Section 4(a) or Section 6 have not \nbeen made, the Company shall either: (i) cause such closing to be postponed \nuntil such cash distributions have been made, or (ii) cancel such transaction, \nin which \n<PAGE> \n \nevent the rights of the Holders of Series C Preferred Stock shall be the same as \nexisting immediately prior to such proposed transaction. \n Section 5. Conversion. The record Holders of this Series C Preferred \n ---------- \nStock shall have conversion rights as follows (the "Conversion Rights"): \n (a) Right to Convert. Each record Holder of Series C Preferred Stock \nshall be entitled to convert the aggregate Series C Preferred Stock initially \nissued to such Holder i) at the Fixed Conversion Price (as defined below), at \nany time after the date that is four (4) months after the date of the Last \nClosing and ii) at the Variable Conversion Price (as defined below), at the \ntimes and in the amounts as follows: \n<TABLE> \n<CAPTION> \n No. of Months Percentage of Series C Preferred Stock Initially \nAfter the Last Closing Date Issued to such Holder Available for Conversion \n--------------------------- ------------------------------------------------ \n<S> <C> \n 4 months 20% \n 5 months 40% \n 6 months 60% \n 7 months 80% \n 8 months 100% \n</TABLE> \n \nprovided, however, that a Holder may not convert more than twenty-five percent \n(25%) of the aggregate number of shares of Preferred Stock initially issued to \nsuch Holder at the Variable Conversion Price in any given one month period, \nbeginning on the date that is four (4) months following the Last Closing Date \nand beginning the same day of each subsequent month thereafter until the date \nthat is eight (8) months following the Last Closing Date (the "Monthly \nConversion Limit"). Subsequent to the date that is eight (8) months following \nthe Last Closing Date, there shall be no restrictions on the number of shares of \nSeries C Preferred Stock convertible into Common Stock. \n As used herein, "Last Closing Date" shall mean the date of the last closing \n of a purchase and sale of the Series C Preferred Stock that occurs pursuant \n to the offering of the Series C Preferred Stock by the Company. \n The date that is four (4) months following the Last Closing Date and the \n same day of each subsequent monthly period referenced above are hereinafter \n referred to singularly as a "Conversion Gate" and collectively as \n "Conversion Gates". At the applicable Conversion Gate and at any time \n thereafter, the percentage of the aggregate Series C Preferred Stock \n initially issued to such Holder which is available for conversion as set \n forth above is convertible into that number of fully-paid and non- \n assessable shares of Common Stock of the Company calculated in accordance \n with the following formula (the "Conversion Rate"): \n Number of shares issued upon conversion of one (1) share of Series C \n Preferred Stock = \n (.08) (N/365) (10,000) + 10,000 \n ------------------------------- \n Conversion Price \n where, \n<PAGE> \n \n N= the number of days between (i) the date that, in connection with the \nconsummation of the initial purchase by Holder of shares of Series C Preferred \nStock from the Company, the escrow agent first had in its possession funds \nrepresenting full payment for the shares of Series C Preferred Stock for which \nconversion is being elected, and (ii) the applicable Date of Conversion (as \ndefined in Section 5(b)(iv) below) for the shares of Series C Preferred Stock \nfor which conversion is being elected, and \n Conversion Price = the lesser of (x) $3.25 (the "Fixed Conversion Price"), \nor (y) 85% of the average Closing Bid Price, as that term is defined below, of \nthe Company\'s Common Stock for the five (5) trading days immediately preceding \nthe Date of Conversion, as defined below (the "Variable Conversion Price"). \nFor purposes hereof, any Holder which acquires shares of Series C Preferred \nStock from another Holder (the "Transferor") and not upon original issuance from \nthe Company shall be entitled to exercise its conversion right as to the \npercentages of such shares specified under Section 5(a) in such amounts and at \nsuch times such that the number of shares eligible for conversion by such Holder \nat any time shall be in the same proportion that the number of shares of Series \nC Preferred Stock acquired by such Holder from its Transferor bears to the total \nnumber of shares of Series C Preferred Stock originally issued by the Company to \nsuch Transferor (or its predecessor Transferor). \n For purposes hereof, the term "Closing Bid Price" shall mean the closing \nbid price as reported by the OTC Bulletin Board or the Nasdaq Small Cap Market \nor the Nasdaq National Market, or if not traded on the OTC Bulletin Board or the \nNasdaq Small Cap Market or the Nasdaq National Market, the closing bid price on \nthe over the counter market, the principal national securities exchange or the \nNational Market System on which the Common Stock is so traded and if not \navailable, the mean of the high and low prices on the over the counter market, \nincluding but not limited to the Bulletin Board or the Pink Sheets, the \nprincipal national securities exchange or the National Market System on which \nthe Common Stock is so traded. \n (b) Mechanics of Conversion. In order to convert Series C Preferred \nStock into full shares of Common Stock, the Holder shall (i) fax, on or prior to \n11:59 p.m., New York City time (the "Conversion Notice Deadline") on the Date of \nConversion (as defined below), a copy of the fully executed notice of conversion \n("Notice of Conversion") to the Company and to First Union National Bank, the \ncustodian of the Common Stock (the "Custodian") stating that the Holder elects \nto convert, which notice shall specify the date of conversion, the number of \nshares of Series C Preferred Stock to be converted, the applicable conversion \nprice and a calculation of the number of shares of Common Stock issuable upon \nsuch conversion (together with a copy of the front page of each certificate to \nbe converted) and (ii) surrender to a common courier for delivery to the office \nof the Company or the Custodian, the original certificates representing the \nSeries C Preferred Stock being converted (the "Preferred Stock Certificates"), \nduly endorsed for transfer; provided, however, that the Company shall not be \nobligated to issue certificates evidencing the shares of Common Stock issuable \nupon such conversion unless either the Preferred Stock Certificates are \ndelivered to the Company or the Custodian as provided above, or the Holder \nnotifies the Company or the Custodian that such certificates have been lost, \nstolen or destroyed (subject to the requirements of subparagraph (i) below). \nUpon receipt by Company of a facsimile copy of a Notice of Conversion, Company \nshall immediately send, via facsimile, a confirmation of receipt of the Notice \nof Conversion to Holder \n<PAGE> \n \nwhich shall specify that the Notice of Conversion has been received and the name \nand telephone number of a contact person at the Company whom the Holder should \ncontact regarding information related to the Conversion. In the case of a \ndispute as to the calculation of the Conversion Rate, the Company shall promptly \nissue or cause the Custodian to issue to the Holder the number of shares that \nare not disputed and shall submit the disputed calculations to its outside \naccountant via facsimile within three (3) days of receipt of Holder\'s Notice of \nConversion. The Company shall cause the accountant to perform the calculations \nand notify Company, Custodian and Holder of the results no later than forty- \neight (48) hours from the time it receives the disputed calculations. \nAccountant\'s calculation shall be deemed conclusive absent manifest error. All \nNotices of Conversion shall be irrevocable. \n (i) Lost or Stolen Certificates. Upon receipt by the Company of \nevidence of the loss, theft, destruction or mutilation of any Preferred Stock \nCertificates representing shares of Series C Preferred Stock, and (in the case \nof loss, theft or destruction) of indemnity or security reasonably satisfactory \nto the Company, and upon surrender and cancellation of the Preferred Stock \nCertificate(s), if mutilated, the Company shall execute and deliver new \nPreferred Stock Certificate(s) of like tenor and date. However, Company shall \nnot be obligated to re-issue such lost or stolen Preferred Stock Certificates if \nHolder contemporaneously requests Company to convert such Series C Preferred \nStock into Common Stock. \n (ii) Delivery of Common Stock Upon Conversion. The Company \neither: \n (x) shall use its best efforts to cause the Custodian, no \nlater than the close of business on the following business day, and, in any \nevent, shall cause the Custodian, no later than the close of business on the \nsecond (2nd) business day after receipt by the Company or the Custodian of a \nfacsimile copy of a Notice of Conversion (the "Custodian\'s Deadline"), to \nsurrender to a common courier for overnight delivery to the Company\'s transfer \nagent (the "Transfer Agent") a certificate or certificates for the number of \nshares of Common Stock to which the Holder shall be entitled as aforesaid and \nshall cause the Transfer Agent to countersign the Common Stock certificate(s) \nwhich it receives from the Custodian and, no later than the close of business on \nthe business day following the day it receives the Common Stock certificate(s) \nand receives written confirmation from the Custodian or the Company that the \nCustodian or the Company has received all necessary documentation duly executed \nand in proper form required for conversion, including the original Preferred \nStock Certificates to be converted (or after provision for security or \nindemnification in the case of lost or destroyed certificates, if required)(the \n"Transfer Agent\'s Deadline"), to surrender such Common Stock certificate(s) to a \ncommon courier for either overnight or (if delivery is outside the United \nStates) two (2) day delivery to the Holder at the address of the Holder as shown \non the stock records of the Company (or to such other address as the Holder \nshall provide in writing), or \n (y) shall use its best efforts to cause its Transfer Agent, \nno later than the close of business on the following business day, and, in any \nevent shall cause its Transfer Agent, no later than the close of business on the \nsecond (2nd) business day (the "Deadline"), after receipt by the Company or the \nCustodian of a facsimile copy of a Notice of Conversion and receipt by the \nCompany or the Custodian of all necessary documentation duly executed and in \nproper form required for conversion, including the original Preferred Stock \nCertificates to be converted (or after provision for security or indemnification \nin the case of lost or \n<PAGE> \n \ndestroyed certificates, if required), to issue and surrender for either \novernight or (if delivery is outside the United States) two (2) day delivery to \nthe Holder at the address of the Holder as shown on the stock records of the \nCompany (or to such other address as the Holder shall provide in writing) a \ncountersigned certificate for the number of shares of Common Stock to which the \nHolder shall be entitled as aforesaid. \n (iii) No Fractional Shares. If any conversion of the Series C \nPreferred Stock would create a fractional share of Common Stock or a right to \nacquire a fractional share of Common Stock, such fractional share shall be \ndisregarded and the number of shares of Common Stock issuable upon conversion, \nin the aggregate, shall be the next lower number of shares. \n (iv) Date of Conversion. The date on which conversion occurs \n(the "Date of Conversion") shall be deemed to be the date set forth in such \nNotice of Conversion, provided (i) that the advance copy of the Notice of \nConversion is faxed to the Company or the Custodian before 11:59 p.m., New York \nCity time, on the Date of Conversion, and (ii) that the original Preferred Stock \nCertificates representing the shares of Series C Preferred Stock to be converted \nare surrendered by depositing such certificates with a common courier, for \ndelivery to the Company or the Custodian as provided above, as soon as \npracticable after the Date of Conversion. The person or persons entitled to \nreceive the shares of Common Stock issuable upon such conversion shall be \ntreated for all purposes as the record Holder or Holders of such shares of \nCommon Stock on the Date of Conversion. \n (c) Reservation of Stock Issuable Upon Conversion. The Company shall \nat all times reserve and keep available out of its authorized but unissued \nshares of Common Stock, solely for the purpose of effecting the conversion of \nthe Series C Preferred Stock, such number of its shares of Common Stock as shall \nfrom time to time be sufficient to effect the conversion of all then outstanding \nSeries C Preferred Stock; and if at any time the number of authorized but \nunissued shares of Common Stock shall not be sufficient to effect the conversion \nof all then outstanding shares of Series C Preferred Stock, the Company will \ntake such corporate action as may be necessary to increase its authorized but \nunissued shares of Common Stock to such number of shares as shall be sufficient \nfor such purpose. \n (d) Automatic Conversion. Each share of Series C Preferred Stock \noutstanding on the date which is three (3) years after the Last Closing Date or, \nif not a business day, the first business day thereafter ("Termination Date") \nautomatically shall either (i) be converted ("Automatic Conversion") into Common \nStock on such date at the Conversion Rate then in effect (calculated in \naccordance with the formula in Section 5(a) above), and the Termination Date \nshall be deemed the Date of Conversion with respect to such conversion or, at \nthe Company\'s option, (ii) be redeemed ("Automatic Redemption") by the Company \nfor cash in an amount equal to the Stated Value (as defined in Section 6(b)(i) \nbelow) of the shares of Series C Preferred Stock being redeemed. If the Company \nelects to redeem, the Company shall send to the Holders of outstanding Series C \nPreferred Stock notice (the "Automatic Redemption Notice") on the fifth (5th) \nday immediately preceding the Termination Date, via facsimile of its intent to \neffect an Automatic Redemption of the outstanding Series C Preferred Stock. If \nthe Company does not send such notice to Holder on such date, an Automatic \nConversion shall be deemed to have occurred. If an Automatic Conversion occurs, \nthe Company and the Holders shall follow the applicable conversion procedures \nset forth in this Certificate of Designation; provided, however, that the \nHolders are not required to send the Notice of Conversion contemplated by \nSection 5(b). If the Company elects to redeem, each Holder of \n<PAGE> \n \noutstanding Series C Preferred Stock shall send their certificates representing \nthe Series C Preferred Stock to the Company within five (5) days of the date of \nreceipt of the Automatic Redemption Notice from the Company, and the Company \nshall pay the applicable redemption price to each respective Holder within five \n(5) days of the receipt of such certificates. The Company shall not be \nobligated to deliver the redemption price unless the certificates representing \nthe Series C Preferred Stock are delivered to the Company, or, in the event one \nor more certificates have been lost, stolen, mutilated or destroyed, unless the \nHolder has complied with Section 5(b)(i). If the Company elects to redeem under \nthis Section 5(d) and the Company fails to pay the Holders the redemption price \nwithin five (5) days of the Termination Date as required by this Section 5(d), \nthen an Automatic Conversion shall be deemed to have occurred and, upon receipt \nof the Preferred Stock Certificates, the Company shall immediately deliver to \nthe Holders the certificates representing the number of shares of Common Stock \nto which the Holders would have been entitled upon Automatic Conversion. \n (e) Adjustment to Conversion Rate. \n (i) Adjustment to Fixed Conversion Price Due to Stock Split, \nStock Dividend, Etc. If, prior to the conversion of all of the Series C \nPreferred Stock, the number of outstanding shares of Common Stock is increased \nby a stock split, stock dividend, or other similar event, the Fixed Conversion \nPrice shall be proportionately reduced, or if the number of outstanding shares \nof Common Stock is decreased by a combination or reclassification of shares, or \nother similar event, the Fixed Conversion Price shall be proportionately \nincreased. \n (ii) Adjustment to Variable Conversion Price. If, at any time \nwhen any shares of the Series C Preferred Stock are issued and outstanding, the \nnumber of outstanding shares of Common Stock is increased or decreased by a \nstock split, stock dividend, or other similar event, which event shall have \ntaken place during the reference period for determination of the Conversion \nPrice for any conversion of the Series C Preferred Stock, then the Variable \nConversion Price shall be calculated giving appropriate effect to the stock \nsplit, stock dividend, combination, reclassification or other similar event for \nall five (5) trading days immediately preceding the Date of Conversion. \n (iii) Adjustment Due to Merger, Consolidation, Etc. If, prior to \nthe conversion of all Series C Preferred Stock, there shall be any merger, \nconsolidation, exchange of shares, recapitalization, reorganization, or other \nsimilar event, as a result of which shares of Common Stock of the Company shall \nbe changed into the same or a different number of shares of the same or another \nclass or classes of stock or securities of the Company or another entity or \nthere is a sale of all or substantially all the Company\'s assets or there is a \nChange of Control deemed not to be a Liquidation Event pursuant to section 4(c), \nthen the Holders of Series C Preferred Stock shall thereafter have the right to \nreceive upon conversion of Series C Preferred Stock, upon the basis and upon the \nterms and conditions specified herein and in lieu of the shares of Common Stock \nimmediately theretofore issuable upon conversion, such stock, securities and/or \nother assets which the Holder would have been entitled to receive in such \ntransaction had the Series C Preferred Stock been converted immediately prior to \nsuch transaction, and in any such case appropriate provisions shall be made with \nrespect to the rights and interests of the Holders of the Series C Preferred \nStock to the end that the provisions hereof (including, without limitation, \nprovisions for the adjustment of the Conversion Price and of the number of \nshares issuable upon conversion of the Series C Preferred Stock) shall \nthereafter be applicable, as nearly as may be practicable in relation to any \nsecurities thereafter deliverable upon the exercise hereof. The Company shall \nnot effect any transaction described in this subsection 5(e)(iii) unless (a) it \nfirst gives thirty (30) business days prior notice of \n<PAGE> \n \nsuch merger, consolidation, exchange of shares, recapitalization, \nreorganization, or other similar event (during which time the Holder shall be \nentitled to convert its shares of Series C Preferred Stock into Common Stock) \nand (b) the resulting successor or acquiring entity (if not the Company) assumes \nby written instrument the obligations of the Company under this Certificate of \nDesignation including this subsection 5(e)(iii). \n (iv) No Fractional Shares. If any adjustment under this Section \n5(e) would create a fractional share of Common Stock or a right to acquire a \nfractional share of Common Stock, such fractional share shall be disregarded and \nthe number of shares of Common Stock issuable upon conversion shall be the next \nlower number of shares. \n Section 6. Redemption by Company. \n --------------------- \n (a) Company\'s Right to Redeem Upon Receipt of Notice of Conversion. \nIf the Conversion Price of the Company\'s Common Stock is less than the Fixed \nConversion Price (as defined in Section 5(a)), at the time of receipt of a \nNotice of Conversion pursuant to Section 5, the Company shall have the right, in \nits sole discretion, to redeem in whole or in part any Series C Preferred Stock \nsubmitted for conversion at the Redemption Rate (as defined below), immediately \nprior to and in lieu of conversion ("Redemption Upon Receipt of Notice of \nConversion"). If the Company elects to redeem some, but not all, of the Series \nC Preferred Stock submitted for conversion, the Company shall redeem from among \nthe Series C Preferred Stock submitted by the various shareholders for \nconversion on the applicable date, a pro-rata amount from each such Holder so \nsubmitting Series C Preferred Stock for conversion. \n (i) Redemption Price Upon Receipt of a Notice of Conversion. \nThe redemption price of Series C Preferred Stock under this Section 6(a) shall \nbe calculated as follows ("Redemption Rate"): \n Redemption Rate = Stated Value x 117.6% \nwhere, \n "Stated Value" shall have the same meaning as defined in Section 6(b)(i) \nbelow. \n (ii) Mechanics of Redemption Upon Receipt of Notice of \nConversion. The Company shall effect each such redemption by giving notice to \nthe Holder and to the Custodian of its election to redeem, by facsimile, by 5:00 \np.m. New York City time the next business day following receipt of a Notice of \nConversion from a Holder, and the Company shall provide a copy of such \nredemption notice by overnight or two (2) day courier, to (A) the Holder of the \nSeries C Preferred Stock submitted for conversion at the address and facsimile \nnumber of such Holder appearing in the Company\'s register for the Series C \nPreferred Stock and (B) the Custodian. Such redemption notice shall indicate \nwhether the Company will redeem all or part of the Series C Preferred Stock \nsubmitted for conversion and the applicable redemption price. \n (b) Company\'s Right to Redeem at its Election. At any time, \ncommencing twelve (12) months and one (1) day after the Last Closing Date, the \nCompany shall have the right, in its sole discretion, to redeem ("Redemption at \nCompany\'s Election"), from time to time, any or all of the Series C Preferred \nStock; provided that (i) Company shall first provide thirty (30) business days \n<PAGE> \n \nadvance written notice as provided in subparagraph 6(b)(ii) below (which can be \ngiven beginning thirty (30) business days prior to the date which is twelve (12) \nmonths and one (1) day after the Last Closing Date), and (ii) the Company shall \nonly be entitled to redeem Series C Preferred Stock having an aggregate Stated \nValue (as defined below) of at least One Million Five Hundred Thousand Dollars \n($1,500,000). If the Company elects to redeem some, but not all, of the Series \nC Preferred Stock, the Company shall redeem a pro-rata amount from each Holder \nof the Series C Preferred Stock. \n (i) Redemption Price At Company\'s Election. The "Redemption Price \nAt Company\'s Election" shall be calculated as a percentage of Stated Value, as \nthat term is defined below, of the Series C Preferred Stock redeemed pursuant to \nthis Section 6(b), which percentage shall vary depending on the date of \nRedemption at Company\'s Election (as defined below), and shall be determined as \nfollows: \n<TABLE> \n<CAPTION> \nDate of Notice of Redemption at Company\'s Election % of Stated Value \n-------------------------------------------------- ----------------- \n<S> <C> \n12 months and 1 day to 18 months following Last Closing Date 130% \n18 months and 1 day to 24 months following Last Closing Date 125% \n24 months and 1 day to 30 months following Last Closing Date 120% \n30 months and 1 day to 36 months following Last Closing Date 115% \n</TABLE> \n For purposes hereof, "Stated Value" shall mean the Original Series C Issue \nPrice (as defined in Section 1) of the shares of Series C Preferred Stock being \nredeemed pursuant to this Section 6(b), together with the accrued but unpaid \nPremium (as defined in Section 4(a)). \n (ii) Mechanics of Redemption at Company\'s Election. The Company \nshall effect each such redemption by giving at least thirty (30) business days \nprior written notice ("Notice of Redemption At Company\'s Election") to (A) the \nHolders of the Series C Preferred Stock selected for redemption, at the address \nand facsimile number of such Holder appearing in the Company\'s Series C \nPreferred stock register and (B) the Custodian, which Notice of Redemption At \nCompany\'s Election shall be deemed to have been delivered three (3) business \ndays after the Company\'s mailing (by overnight or two (2) day courier, with a \ncopy by facsimile) of such Notice of Redemption At Company\'s Election. Such \nNotice of Redemption At Company\'s Election shall indicate (i) the number of \nshares of Series C Preferred Stock that have been selected for redemption, (ii) \nthe date which such redemption is to become effective (the "Date of Redemption \nAt Company\'s Election") and (iii) the applicable Redemption Price At Company\'s \nElection, as defined in subsection (b)(i) above. Notwithstanding the above, \nHolder may convert into Common Stock pursuant to section 5, prior to the close \nof business on the Date of Redemption at Company\'s Election, any Series C \nPreferred Stock which it is otherwise entitled to convert, including Series C \nPreferred Stock that has been selected for redemption at Company\'s election \npursuant to this subsection 6(b); provided, however, that the Company shall \nstill be entitled to exercise its right to redeem upon receipt of a Notice of \nConversion pursuant to section 6(a). \n (c) Company Must Have Immediately Available Funds or Credit \nFacilities. The Company shall not be entitled to send any Redemption Notice and \nbegin the redemption procedure under Sections 6(a) and 6(b) unless it has: \n (i) the full amount of the redemption price in cash, available in \na demand or other immediately available account in a bank or similar financial \ninstitution; or \n<PAGE> \n \n (ii) immediately available credit facilities, in the full amount of \nthe redemption price with a bank or similar financial institution; or \n (iii) a firm commitment agreement with an underwriter to purchase \nfrom the Company a sufficient number of shares of stock to provide proceeds \nnecessary to redeem any stock that is not converted prior to redemption; or \n (iv) a combination of the items set forth in (i), (ii) and (iii) \nabove, aggregating the full amount of the redemption price. \n (d) Payment of Redemption Price. \n (i) Each Holder submitting Preferred Stock being redeemed under \nthis Section 6 shall send their Series C Preferred Stock Certificates so \nredeemed to the Custodian, and the Company shall pay the applicable redemption \nprice to that Holder within five (5) business days of the Date of Redemption at \nCompany\'s Election. The Company shall not be obligated to deliver the redemption \nprice unless the Preferred Stock Certificates so redeemed are delivered to the \nCustodian, or, in the event one (1) or more certificates have been lost, stolen, \nmutilated or destroyed, unless the Holder has complied with Section 5(b)(i). \n (ii) If Company elects to redeem pursuant to Section 6(a) hereof, \nand Company fails to pay Holder the redemption price within the time frame as \nrequired by this Section 6(d), then Company shall issue shares of Common Stock \nto any such Holder who has submitted a Notice of Conversion in compliance with \nSection 5(b) hereof. The shares to be issued to Holder pursuant to this \nprovision shall be the number of shares determined using a Conversion Price (as \ndefined in Section 6 hereof) that equals the lesser of (i) the Conversion Price \non the date Holder sends its Notice of Conversion to Company and the Custodian \nvia facsimile or (ii) the Conversion Price on the date the Custodian issues \nCommon Stock pursuant to this Section 6(d)(ii). \n (e) Blackout Period. Notwithstanding the foregoing, the Company may \nnot either send out a redemption notice or effect a redemption pursuant to \nSection 6(b) above during a Blackout Period (defined as a period during which \nthe Company\'s officers or directors would not be entitled to buy or sell stock \nbecause of their holding of material non-public information), unless the Company \nshall first publicly disclose the non-public information that resulted in the \nBlackout Period; provided, however, that no redemption shall be effected until \nat least ten (10) days after the Company shall have given the Holder written \nnotice that the Blackout Period has been lifted. \nSection 7. Advance Notice of Redemption. \n ---------------------------- \n (a) Holder\'s Right to Elect to Receive Notice of Cash Redemption by \nthe Company. Holder shall have the right to require Company to provide advance \nnotice stating whether the Company will elect to redeem Holder\'s shares of \nSeries C Preferred Stock in cash, pursuant to the Company\'s redemption rights \ndiscussed in Section 6(a). \n (b) Mechanics of Holder\'s Election Notice. Holder shall send notice \n("Election Notice") to the Company and such other person(s) as the Company may \ndesignate, via facsimile, of the Holder\'s intention to require Company to \ndisclose that if Holder were to exercise his, her or its right of conversion \n(pursuant to Section 5) whether Company would elect to redeem a specific number \n<PAGE> \n \nof shares of Holder\'s Series C Preferred Stock for cash in lieu of issuing \nCommon Stock. Company is required to disclose to Holder what action Company \nwould take, as set forth in subsection 7(c) below. The Holder is not bound to \nexercise his, her or its right of conversion by virtue of having delivered a \nnotice pursuant to this Section. \n (c) Company\'s Response. Upon receipt by the Company of a facsimile \ncopy of an Election Notice, Company shall immediately send, via facsimile, a \nconfirmation of receipt of the Election Notice to Holder, which shall specify \nthat the Election Notice has been received and the name and telephone number of \na contact person at the Company whom the Holder should contact regarding \ninformation related to the requested advance notice. Thereafter, the Company \nmust respond by the close of business on the next business day following receipt \nof Holder\'s Election Notice (1) via facsimile and (2) by depositing such \nresponse with an overnight or two (2) day courier. The Company\'s response must \nstate whether it would redeem the shares, in whole or in part, or allow \nconversion into shares of Common Stock without redemption. If Company does not \nrespond to Holder within one (1) business day via facsimile and overnight or two \n(2) day courier, Company shall be required to issue to Holder Common Stock upon \nHolder\'s conversion within the subsequent three (3) business day period of \nHolder\'s Election Notice. However, if the Company\'s Common Stock price decreases \nso that under the Conversion Rate applicable to such conversion, Company would \nbe required to issue more than an additional ten percent (10%) of shares of \nCommon Stock than Holder would have been entitled to receive if Holder had sent \na Conversion Notice on the same date Holder sent Company its Election Notice, \nthen Company shall no longer be bound to convert Holder\'s Preferred Stock into \nCommon Stock but may elect to redeem for cash. \n Section 8. Voting Rights. The Holders of the Series C Preferred Stock \n ------------- \nshall have no voting power whatsoever, except as otherwise provided by the \ncorporation law of the State of Colorado ("Colorado Law"), and no Holder of \nSeries C Preferred Stock shall vote or otherwise participate in any proceeding \nin which actions shall be taken by the Company or the shareholders thereof or be \nentitled to notification as to any meeting of the shareholders. \n Notwithstanding the above, Company shall provide Holder with notification \nof any meeting of the shareholders regarding any major corporate events \naffecting the Company. In the event of any taking by the Company of a record of \nits shareholders for the purpose of determining shareholders who are entitled to \nreceive payment of any dividend or other distribution, any right to subscribe \nfor, purchase or otherwise acquire any share of any class or any other \nsecurities or property (including by way of merger, consolidation or \nreorganization), or to receive any other right, or for the purpose of \ndetermining shareholders who are entitled to vote in connection with any \nproposed sale, lease or conveyance of all or substantially all of the assets of \nthe Company, or any proposed liquidation, dissolution or winding up of the \nCompany, the Company shall mail a notice to Holder, at least ten (10) days prior \nto the record date specified therein, of the date on which any such record is to \nbe taken for the purpose of such dividend, distribution, right or other event, \nand a brief statement regarding the amount and character of such dividend, \ndistribution, right or other event to the extent known at such time. \n To the extent that under Colorado Law the vote of the Holders of the Series \nC Preferred Stock, voting separately as a class, is required to authorize a \ngiven action of the Company, the affirmative vote or consent of the Holders of \nat least a majority of the shares of the Series C Preferred Stock represented at \na duly held meeting at which a quorum is present or by written consent of a \nmajority of the shares of Series C Preferred Stock (except as otherwise may be \nrequired \n<PAGE> \n \nunder Colorado Law) shall constitute the approval of such action by the class. \nTo the extent that under Colorado Law the Holders of the Series C Preferred \nStock are entitled to vote on a matter with holders of Common Stock, voting \ntogether as one (1) class, each share of Series C Preferred Stock shall be \nentitled to a number of votes equal to the number of shares of Common Stock into \nwhich it is then convertible using the record date for the taking of such vote \nof stockholders as the date as of which the Conversion Price is calculated. \nHolders of the Series C Preferred Stock also shall be entitled to notice of all \nshareholder meetings or written consents with respect to which they would be \nentitled to vote, which notice would be provided pursuant to the Company\'s by- \nlaws and applicable statutes. \n Section 9. Protective Provision. So long as shares of Series C Preferred \n -------------------- \nStock are outstanding, the Company shall not without first obtaining the \napproval (by vote or written consent, as provided by Colorado Law) of the \nHolders of at least seventy-five percent (75%) of the then outstanding shares of \nSeries C Preferred Stock, and at least seventy-five percent (75%) of the then \noutstanding Holders: \n (a) alter or change the rights, preferences or privileges of the \nSeries C Preferred Stock or any other Securities so as to affect adversely the \nSeries C Preferred Stock; \n (b) create any new class or series of stock having a preference \nover or on parity with the Series C Preferred Stock with respect to \nDistributions (as defined in Section 2 above) or increase the size of the \nauthorized number of Series C Preferred; or \n (c) do any act or thing not authorized or contemplated by this \nCertificate of Designation which would result in taxation of the holders of \nshares of the Series C Preferred Stock under Section 305 of the Internal Revenue \nCode of 1986, as amended (or any comparable provision of the Internal Revenue \nCode as hereafter from time to time amended). \n (d) issue any additional shares of the Series C Preferred Stock \nafter the Last Closing Date. \n In the event Holders of at least seventy-five percent (75%) of the then \noutstanding shares of Series C Preferred Stock and at least seventy-five percent \n(75%) of the then outstanding Holders agree to allow the Company to alter or \nchange the rights, preferences or privileges of the shares of Series C Preferred \nStock, pursuant to subsection (a) above, so as to affect the Series C Preferred \nStock, then the Company will deliver notice of such approved change to the \nHolders of the Series C Preferred Stock that did not agree to such alteration or \nchange (the "Dissenting Holders") and Dissenting Holders shall have the right \nfor a period of thirty (30) business days to convert pursuant to the terms of \nthis Certificate of Designation as they exist prior to such alteration or change \n(notwithstanding the holding requirements set forth in Section 5(a) hereof), or \ncontinue to hold their shares of Series C Preferred Stock. \n Section 10. Status of Converted or Redeemed Stock. In the event any \n ------------------------------------- \nshares of Series C Preferred Stock shall be converted or redeemed pursuant to \nSection 5 or Section 6 hereof, the shares so converted or redeemed shall be \ncanceled, shall return to the status of authorized but unissued Preferred Stock \nof no designated series, and shall not be issuable by the Company as Series C \nPreferred Stock. \n<PAGE> \n \n Section 11. Preference Rights. Nothing contained herein shall be \n ----------------- \nconstrued to prevent the Board of Directors of the Company from issuing one (1) \nor more series of Preferred Stock with dividend and/or liquidation preferences \njunior to the dividend and liquidation preferences of the Series C Preferred \nStock. \n Section 12. Events of Default. Upon the occurrence of and during the \n ----------------- \ncontinuation of an Event of Default (as defined below) and upon delivery of a \nnotice of acceleration by any Holder, the Company shall pay to the Holder an \namount (the "Acceleration Payment") equal to one hundred thirty percent (130%) \nof the Stated Value of the Holder\'s outstanding Series C Preferred Stock to the \ndate of payment and all other amounts payable hereunder shall immediately become \ndue and payable, all without demand, presentment, or notice, all of which hereby \nare expressly waived, together with all costs, including, without limitation, \nlegal fees and expenses, of collection, and the Holder shall be entitled to \nexercise all other rights and remedies available at law or equity. \n If the Company fails to pay any amounts due pursuant to this Section 12 \nwithin five (5) business days of such amounts being due and payable, then the \nHolder shall have the right at any time, so long as the Company remains in \ndefault, to require the Company, upon written notice, to immediately issue, in \nlieu of such amounts, the number of shares of Common Stock of the Company equal \nto the amounts owed by Company to the Holder divided by the Conversion Price \nthen in effect on the date the Company issues shares pursuant to this Section \n12. \n The Company shall be required promptly upon its knowledge of an Event of \nDefault hereunder to give notice of such Event of Default to the Holder hereof. \n An "Event of Default" shall mean the following: \n (a) Conversion. If the Company fails to issue shares of Common Stock \nto any Holder upon exercise by such Holder of the Conversion Rights of the \nHolder in accordance with the terms of this Certificate of Designation, fails to \ntransfer any certificate for shares of Common Stock issued to any Holder upon \nconversion of any Preferred Stock and when required by the Certificate of \nDesignation or fails to remove any restrictive legend on any certificate for any \nshares of Common Stock issued to a Holder upon conversion of any Preferred Stock \nas and when required by this Certificate of Designation or any Subscription \nAgreement by and between Company and Holders and any such failure shall continue \nuncured for ten (10) business days; \n (b) Breach of Covenant. If the Company breached any material covenant \nor other material term or condition of this Certificate of Designation or any \nSubscription Agreement by and between Company and Holder (including the failure \nto have enough stock available for issuance upon conversion), and such breach \ncontinues for a period of ten (10) business days after written notice thereof to \nthe Company from the Holder; \n (c) Breach of Representations and Warranties. Any representation or \nwarranty of the Company made herein or in any agreement, statement or \ncertificate given in writing pursuant hereto or in connection herewith \n(including, without limitation, any Subscription Agreement by and between \nCompany and Holder), shall be false or misleading in any material respect when \nmade; \n (d) Receiver or Trustee. The Company or any subsidiary of the Company \nshall make an assignment for the benefit of creditors, or apply for or consent \nto the appointment of a \n<PAGE> \n \nreceiver or trustee for it or for a substantial part of its property or \nbusiness; or such a receiver or trustee shall otherwise be appointed; \n (e) Judgments. Any money judgment, writ or similar process shall be \nentered or filed against the Company or any subsidiary of the Company or any of \nits property or other assets for more than Five Hundred Thousand Dollars \n($500,000), and shall remain unvacated, unbonded or unstayed for a period or \ntwenty (20) days unless otherwise consented to by the Holder, which consent will \nnot be unreasonably withheld; or \n (f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation \nproceedings or other proceedings for relief under any bankruptcy law or any law \nfor the relief or debtors shall be instituted by or against the Company or any \nsubsidiary of the Company. \n Section 13. Future Offering of Securities. In the event that in a capital \n ----------------------------- \nraising transaction, the Company, after the date of this Certificate, issues any \nCommon Stock or debt or equity securities convertible into Common Stock \n(collectively referred to hereinafter as "Future Equity") and such shares of \nCommon Stock are or will become freely tradable on or prior to eight (8) months \nfollowing the Last Closing Date pursuant to a registration statement or pursuant \nto an exemption from the registration requirements of the Securities Act of \n1933, the Holders of the outstanding Series C Preferred Stock shall have the \nright, on the date of the closing of such Future Equity transaction and at any \ntime thereafter, to convert any or all of its outstanding Series C Preferred \nStock into Common Stock pursuant to the terms of this Certificate of Designation \n(notwithstanding the holding requirements set forth in Section 5(a) hereof). \nSigned on December 16, 1996 \n /s/ Gordon J. Sales \n -------------------- \n Gordon J. Sales, President and CEO \nAttest: \n /s/ Alan M. Smith \n------------------ \nAlan M. Smith, Secretary</Conte nt></FilingToolDoc>'
CountVectorizer converts text documents to a matrix representation of token counts. It takes a list of "strings" as input and creates a matrix
no. of documents X vocabulary
In [7]:
from sklearn.feature_extraction.text import CountVectorizer
count_vect = CountVectorizer()
X = count_vect.fit_transform(train_data)
You can take a look at the dimensions of the matrix and the vocabulary that it has created
In [8]:
print(X.shape)
count_vect.vocabulary_
(1417, 46074)
Out[8]:
{'filingtooldoc': 22479,
'root': 37525,
'name': 30804,
'document': 19060,
'wk': 44838,
'pid': 33860,
'sec': 38343,
'0000927356': 299,
'97': 9723,
'000018': 78,
'meta': 29867,
'xmlns': 45084,
'http': 25097,
'www': 45008,
'wolterskluver': 44876,
'com': 15837,
'namespace': 30812,
'extention': 21917,
'txt': 42386,
'original': 32672,
'size': 39122,
'158321': 3356,
'exhibit': 21642,
'articles': 12243,
'of': 32117,
'incorporation': 25873,
'type': 42392,
'filing': 22476,
'updated': 43140,
'2016': 4148,
'07': 1913,
'28t12': 5141,
'25': 4784,
'52': 7257,
'419497': 6553,
'05': 1799,
'00': 0,
'source': 39413,
'accession': 10301,
'number': 31822,
'date': 17597,
'1997': 3917,
'01': 1412,
'10': 2128,
'form': 22860,
'group': 24111,
'annual': 11679,
'amp': 11473,
'quarterly': 35339,
'reports': 36673,
'cik': 15363,
'0000745655': 159,
'author': 12741,
'intercell': 26453,
'corp': 16797,
'ticker': 41557,
'symbol': 40738,
'cctr': 14853,
'issue': 26930,
'market': 29365,
'otc': 32800,
'sic': 38908,
'code': 15699,
'4813': 6888,
'telephone': 41122,
'communications': 15953,
'except': 21490,
'radiotelephone': 35457,
'region': 36227,
'colorado': 15824,
'incorporated': 25868,
'nevada': 31167,
'state': 39814,
'silent': 38992,
'update': 43139,
'true': 42233,
'filer': 22470,
'small': 39209,
'reporting': 36672,
'company': 15971,
'file': 22467,
'000': 1,
'14306': 3107,
'filename': 22469,
'doctitle': 19051,
'content': 16552,
'documenttype': 19069,
'sequence': 38550,
'ex': 21246,
'description': 18217,
'indexing': 25972,
'lt': 28983,
'page': 33110,
'gt': 24173,
'13': 2908,
'corporation': 16813,
'know': 27683,
'all': 11229,
'men': 29763,
'by': 14331,
'these': 41428,
'present': 34526,
'that': 41331,
'the': 41336,
'undersigning': 42763,
'incorporator': 25875,
'being': 13288,
'natural': 30886,
'person': 33679,
'age': 10930,
'eighteen': 19875,
'years': 45179,
'or': 32580,
'more': 30417,
'and': 11538,
'desiring': 18252,
'to': 41728,
'body': 13822,
'corporate': 16806,
'under': 42733,
'laws': 28089,
'does': 19079,
'hereby': 24650,
'sign': 38944,
'verify': 43735,
'deliver': 17985,
'in': 25735,
'duplicate': 19381,
'secretary': 38366,
'article': 12238,
'shall': 38712,
'be': 13168,
'ii': 25476,
'period': 33618,
'duration': 19393,
'this': 41462,
'exist': 21752,
'perpetuity': 33666,
'from': 23088,
'after': 10910,
'with': 44790,
'unless': 42943,
'dissolved': 18886,
'according': 10338,
'law': 28073,
'iii': 25478,
'objects': 31962,
'purposes': 35182,
'for': 22785,
'which': 44622,
'said': 37945,
'is': 26847,
'organized': 32658,
'nature': 30889,
'business': 14292,
'carried': 14669,
'on': 32349,
'it': 26954,
'are': 12105,
'as': 12272,
'follows': 22763,
'engage': 20398,
'carry': 14679,
'any': 11805,
'activity': 10523,
'related': 36371,
'thereto': 41408,
'general': 23531,
'lawful': 28080,
'have': 24483,
'exercise': 21602,
'powers': 34291,
'rights': 37271,
'conferred': 16252,
'upon': 43161,
'corporations': 16815,
'formed': 22879,
'such': 40406,
'iv': 27030,
'capital': 14584,
'aggregate': 10959,
'shares': 38748,
'authority': 12756,
'fifty': 22457,
'million': 30028,
'50': 7078,
'no': 31362,
'par': 33178,
'value': 43523,
'common': 15935,
'stock': 39995,
'designated': 18230,
'dividends': 18983,
'cash': 14706,
'property': 34875,
'may': 29534,
'paid': 33116,
'when': 44595,
'declared': 17765,
'board': 13804,
'directors': 18591,
'out': 32877,
'funds': 23210,
'extent': 21916,
'manner': 29285,
'permitted': 33655,
'distribution': 18931,
'liquidation': 28628,
'dissolution': 18883,
'winding': 44740,
'up': 43133,
'paying': 33406,
'adequately': 10602,
'providing': 35005,
'payment': 33410,
'its': 27016,
'obligations': 31980,
'remainder': 36455,
'assets': 12374,
'distributed': 18924,
'either': 19956,
'kind': 27611,
'pro': 34683,
'rata': 35566,
'holders': 24902,
'time': 41610,
'distribute': 18923,
'shareholders': 38742,
'partial': 33252,
'stated': 39816,
'surplus': 40617,
'portion': 34199,
'compliance': 16063,
'limitations': 28561,
'imposed': 25685,
'voting': 44179,
'cumulative': 17233,
'each': 19488,
'outstanding': 32926,
'share': 38732,
'entitled': 20538,
'one': 32374,
'vote': 44171,
'fractional': 22966,
'corresponding': 16849,
'matter': 29482,
'submitted': 40259,
'not': 31575,
'allowed': 11292,
'election': 19996,
'denial': 18056,
'pre': 34364,
'emptive': 20245,
'holder': 24899,
'whether': 44618,
'now': 31665,
'hereafter': 24646,
'authorized': 12765,
'preferential': 34438,
'right': 37267,
'acquire': 10471,
'securities': 38404,
'including': 25827,
'held': 24591,
'treasury': 42117,
'restrictions': 36971,
'transfer': 42023,
'impose': 25684,
'disposition': 18827,
'encumbrance': 20308,
'bequethal': 13379,
'classes': 15501,
'contract': 16595,
'other': 32814,
'transaction': 42001,
'between': 13500,
'firm': 22575,
'association': 12419,
'entity': 20544,
'officers': 32160,
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'interested': 26474,
'void': 44054,
'voidable': 44055,
'solely': 39326,
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'relationship': 36381,
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'at': 12458,
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'fact': 22077,
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'known': 27692,
'consent': 16361,
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'counting': 16928,
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'they': 41434,
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'reasonable': 35758,
'determining': 18321,
'presence': 34525,
'quorum': 35399,
'vi': 43888,
'opportunity': 32537,
'members': 29747,
'management': 29235,
'subject': 40211,
'doctrine': 19054,
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'only': 32401,
'insofar': 26288,
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'an': 11495,
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'resolutions': 36867,
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'minutes': 30096,
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'reject': 36358,
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'director': 18587,
'member': 29745,
'avail': 12810,
'himself': 24790,
'until': 43091,
'item': 26970,
'through': 41515,
'area': 12106,
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'own': 33041,
'limit': 28555,
'continue': 16579,
'existing': 21758,
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'release': 36394,
'employee': 20222,
'than': 41323,
'duties': 19416,
'he': 24520,
'vii': 43941,
'indemnification': 25940,
'others': 32820,
'indemnify': 25946,
'fiduciary': 22440,
'agent': 10944,
'his': 24828,
'heirs': 24586,
'executors': 21575,
'administrators': 10684,
'against': 10923,
'expenses': 21819,
'incurred': 25909,
'amounts': 11472,
'him': 24786,
'connection': 16332,
'action': 10509,
'suit': 40451,
'proceeding': 34713,
'party': 33300,
'reason': 35753,
'having': 24488,
'been': 13229,
'full': 23171,
'amended': 11407,
'viii': 43942,
'shareholder': 38740,
'majority': 29192,
'represented': 36698,
'proxy': 35032,
'constitute': 16447,
'respect': 36883,
'taken': 40872,
'require': 36761,
'concurrence': 16193,
'two': 42380,
'thirds': 41453,
'thereon': 41403,
'class': 15498,
'series': 38565,
'ix': 27057,
'severability': 38643,
'should': 38871,
'clause': 15517,
'paragraph': 33187,
'line': 28577,
'sentence': 38515,
'part': 33244,
'instrument': 26358,
'invalid': 26617,
'ineffective': 26052,
'finding': 22539,
'deemed': 17823,
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'long': 28855,
'remaining': 36459,
'reasonably': 35760,
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'intent': 26434,
'herein': 24657,
'registered': 36239,
'office': 32156,
'address': 10583,
'initial': 26179,
'box': 13974,
'1645': 3455,
'pleasantview': 34013,
'81331': 8953,
'john': 27253,
'williams': 44713,
'changed': 15108,
'xi': 45061,
'fixed': 22623,
'bylaws': 14339,
'consist': 16400,
'six': 39113,
'names': 30811,
'addresses': 10588,
'persons': 33693,
'who': 44646,
'serve': 38577,
'first': 22586,
'successors': 40403,
'elected': 19991,
'qualify': 35316,
'table': 40826,
'caption': 14606,
'1534': 3291,
'co': 15667,
'michael': 29948,
'lancaster': 27941,
'1587': 3360,
'hershel': 24699,
'oliver': 32264,
'20911': 4371,
'highway': 24773,
'666': 8167,
'yellowjacket': 45185,
'81335': 8954,
'renay': 36529,
'neely': 31063,
'22': 4504,
'cahone': 14430,
'81320': 8951,
'honaker': 24930,
'27229': 4976,
'lloyd': 28727,
'hartle': 24446,
'1525': 3280,
'xii': 45067,
'russell': 37810,
'cline': 15583,
'suite': 40457,
'201': 4089,
'bank': 13005,
'building': 14220,
'1041': 2247,
'blake': 13729,
'street': 40088,
'denver': 18085,
'80202': 8889,
'witness': 44830,
'whereof': 44607,
'above': 10181,
'named': 30805,
'signed': 38964,
'4th': 7065,
'day': 17633,
'october': 32091,
'1983': 3887,
'russel': 37809,
'ss': 39653,
'county': 16932,
'undersigned': 42762,
'notary': 31586,
'public': 35105,
'certify': 15009,
'personally': 33686,
'appeared': 11878,
'before': 13238,
'me': 29631,
'duly': 19362,
'sworn': 40729,
'foregoing': 22821,
'was': 44363,
'voluntary': 44088,
'act': 10495,
'deed': 17818,
'statements': 39822,
'therein': 41397,
'contained': 16517,
'my': 30690,
'hand': 24338,
'official': 32165,
'seal': 38315,
'commission': 15911,
'expires': 21843,
'january': 27110,
'27': 4958,
'1985': 3890,
'roxanne': 37607,
'owens': 33031,
'1401': 3060,
'st': 39712,
'notarial': 31579,
'amendment': 11417,
'pursuant': 35188,
'provisions': 35018,
'section': 38376,
'109': 2339,
'adopts': 10718,
'following': 22762,
'second': 38348,
'adopted': 10711,
'march': 29319,
'1984': 3888,
'prescribed': 34517,
'read': 35688,
'eighty': 19881,
'80': 8871,
'bequeathal': 13377,
'third': 41451,
'adoption': 10715,
'100': 2129,
'fourth': 22945,
'designation': 18234,
'were': 44524,
'fifth': 22454,
'voted': 44173,
'sixth': 39117,
'respectively': 36890,
'seventh': 38638,
'set': 38604,
'forth': 22905,
'exchange': 21510,
'reclassification': 35893,
'cancellation': 14525,
'issued': 26931,
'provided': 34996,
'effected': 19778,
'applicable': 11906,
'eighth': 19878,
'effects': 19786,
'change': 15107,
'amount': 11470,
'dated': 17600,
'23': 4595,
'william': 44712,
'fulks': 23170,
'president': 34547,
'karen': 27468,
'petit': 33728,
'montezuma': 30390,
'kay': 27492,
'herrmann': 24694,
'acknowledged': 10428,
'she': 38766,
'uses': 43288,
'facts': 22088,
'here': 24641,
'unto': 43093,
'23rd': 4665,
'19': 3759,
'87': 9198,
'14755': 3171,
'dolores': 19097,
'81323': 8952,
'september': 38546,
'1987': 3894,
'adding': 10569,
'new': 31176,
'xiii': 45068,
'limitation': 28560,
'liability': 28426,
'liable': 28429,
'stockholders': 40006,
'monetary': 30357,
'damages': 17524,
'breach': 14033,
'duty': 19419,
'notwithstanding': 31642,
'loyalty': 28945,
'acts': 10528,
'omissions': 32309,
'good': 23918,
'faith': 22117,
'involve': 26702,
'intentional': 26437,
'misconduct': 30131,
'knowing': 27686,
'violation': 43967,
'114': 2530,
'derived': 18185,
'improper': 25713,
'personal': 33681,
'benefit': 13357,
'repeal': 36634,
'apply': 11918,
'effect': 19776,
'alleged': 11236,
'occurring': 32068,
'approval': 11982,
'provide': 34995,
'nor': 31528,
'december': 17734,
'15': 3226,
'22nd': 4582,
'1989': 3898,
'15442': 3305,
'road': 37401,
'cc': 14793,
'pleasant': 34012,
'view': 43933,
'14': 3054,
'1992': 3907,
'see': 38418,
'attached': 12520,
'hereto': 24670,
'specifically': 39495,
'reference': 36117,
'unlegible': 42941,
'__________': 9874,
'laura': 28059,
'hilton': 24784,
'entirety': 20531,
'proprietary': 34915,
'reverse': 37103,
'split': 39566,
'basis': 13105,
'150': 3227,
'divided': 18976,
'into': 26579,
'collectively': 15795,
'referred': 36128,
'per': 33558,
'preferred': 34441,
'also': 11318,
'individual': 26017,
'respective': 36888,
'appropriately': 11974,
'limited': 28563,
'resolution': 36866,
'consideration': 16389,
'money': 30361,
'tangible': 40918,
'intangible': 26405,
'labor': 27881,
'services': 38592,
'actually': 10533,
'performed': 33603,
'determine': 18315,
'sole': 39324,
'judgment': 27350,
'necessity': 31043,
'nonassessable': 31419,
'event': 21188,
'become': 13205,
'redeem': 36026,
'then': 41364,
'price': 34606,
'preferences': 34436,
'relative': 36383,
'issuance': 26928,
'sate': 38068,
'previous': 34595,
'limiting': 28566,
'authorization': 12762,
'must': 30662,
'designate': 18229,
'established': 21032,
'secondly': 38353,
'fix': 22619,
'inclusive': 25832,
'title': 41671,
'revised': 37123,
'states': 39825,
'generality': 23533,
'includes': 25822,
'fixing': 22625,
'rate': 35570,
'dividend': 18978,
'begin': 13252,
'accruing': 10372,
'redeemed': 36030,
'redeemable': 36029,
'redemption': 36043,
'terms': 41255,
'conditions': 16222,
'establish': 21030,
'sinking': 39066,
'fund': 23196,
'make': 29195,
'purchase': 35151,
'payable': 33393,
'voluntarily': 44086,
'involuntarily': 26699,
'conversion': 16689,
'privileges': 34678,
'convertible': 16699,
'adjustment': 10654,
'additional': 10575,
'privilege': 34676,
'irrespective': 26822,
'subsection': 40306,
'same': 37997,
'reduce': 36073,
'identical': 25340,
'respects': 36892,
'those': 41487,
'subsections': 40307,
'there': 41386,
'variations': 43568,
'receive': 35826,
'discretion': 18725,
'but': 14305,
'therefor': 41393,
'partially': 33253,
'non': 31407,
'case': 14703,
'intervals': 26558,
'will': 44704,
'accrue': 10368,
'earned': 19513,
'dates': 17607,
'past': 33330,
'periods': 33625,
'current': 17262,
'sum': 40475,
'apart': 11840,
'accruals': 10367,
'bear': 13179,
'declare': 17764,
'pay': 33389,
'otherwise': 32826,
'permit': 33651,
'subsidiary': 40324,
'making': 29202,
'declaration': 17761,
'acquisition': 10483,
'default': 17844,
'obligation': 31977,
'retire': 37044,
'however': 25027,
'net': 31138,
'proceeds': 34715,
'sale': 37967,
'firms': 22582,
'acquired': 10472,
'merger': 29825,
'consolidation': 16421,
'option': 32562,
'notice': 31611,
'accrued': 10369,
'aside': 12317,
'less': 28342,
'ant': 11741,
'method': 29890,
'lot': 28909,
'status': 39848,
'unissued': 42915,
'cancels': 14530,
'canceled': 14521,
'reissued': 36352,
'originally': 32674,
'reclassified': 35895,
'created': 17027,
'results': 37001,
'equal': 20659,
'question': 35362,
'distributable': 18922,
'insufficient': 26375,
'them': 41359,
'described': 18213,
'ratably': 35568,
'among': 11458,
'accordance': 10336,
'would': 44948,
'sums': 40501,
'discharged': 18663,
'required': 36762,
'exclusion': 21537,
'interests': 26477,
'statement': 39821,
'filed': 22468,
'setting': 38615,
'term': 41230,
'lease': 28182,
'substantially': 40347,
'acting': 10504,
'affirmative': 10869,
'least': 28196,
'separately': 38533,
'regard': 36197,
'create': 17026,
'ranking': 35538,
'increase': 25887,
'alter': 11325,
'hereof': 24666,
'adversely': 10759,
'special': 39480,
'given': 23780,
'authorizing': 12767,
'convert': 16691,
'prices': 34610,
'rates': 35574,
'adjustments': 10655,
'converted': 16693,
'participate': 33263,
'record': 35957,
'standing': 39784,
'books': 13887,
'creating': 17030,
'meetings': 29711,
'distributions': 18932,
'liquidate': 28622,
'dissolve': 18885,
'wind': 44736,
'debts': 17722,
'liabilities': 28425,
'order': 32608,
'priority': 34658,
'addition': 10573,
'further': 23239,
'options': 32573,
'entitling': 20543,
'acquirable': 10470,
'exercised': 21604,
'bearing': 13182,
'certificate': 14997,
'we': 44423,
'do': 19040,
'29': 5150,
'1994': 3912,
'preambles': 34367,
'our': 32870,
'hands': 24359,
'29th': 5214,
'mark': 29357,
'pierce': 33868,
'tracy': 41946,
'landry': 27956,
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'lieu': 28507,
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'statues': 39845,
'force': 22796,
'describing': 18216,
'delivered': 17989,
'records': 35970,
'constituting': 16450,
'waive': 44261,
'take': 40869,
'confirm': 16278,
'effective': 19782,
'whereas': 44600,
'governing': 23948,
'designations': 18235,
'participating': 33267,
'optional': 32563,
'qualifications': 35309,
'giving': 23784,
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'condition': 16215,
'markets': 29372,
'certain': 14986,
'wishes': 44785,
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'willingness': 44718,
'desire': 18249,
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'deem': 17821,
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'relation': 36378,
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'denominated': 18069,
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'ten': 41169,
'thousand': 41492,
'210': 4392,
'features': 22248,
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'entitle': 20537,
'receipt': 35819,
'warrant': 44344,
'preference': 34435,
'over': 32946,
'warrants': 44351,
'schedule': 38181,
'directed': 18573,
'cause': 14764,
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'requisite': 36771,
'end': 20312,
'finally': 22501,
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'necessary': 31037,
'appropriate': 11973,
'actions': 10511,
'prepare': 34492,
'documentation': 19063,
'authorities': 12755,
'united': 42918,
'counterparts': 16916,
'together': 41757,
'certified': 15006,
'proper': 34867,
'unanimously': 42638,
'every': 21205,
'allocation': 11272,
'sets': 38612,
'whole': 44649,
'02': 1588,
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'received': 35827,
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'reflect': 36146,
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'times': 41622,
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'deliverable': 17986,
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'accounting': 10355,
'principles': 34637,
'taxes': 40988,
'delivery': 17993,
'tax': 40983,
'involved': 26703,
'requesting': 36757,
'satisfaction': 38077,
'06': 1853,
'registration': 36254,
'listing': 28645,
'governmental': 23953,
'federal': 22266,
'national': 30871,
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'expeditiously': 21802,
'possible': 34238,
'assist': 12401,
'efforts': 19804,
'use': 43276,
...}
In [9]:
X.toarray()
Out[9]:
array([[ 9, 39, 0, ..., 0, 0, 0],
[ 1, 11, 0, ..., 0, 0, 0],
[ 2, 2, 0, ..., 0, 0, 0],
...,
[ 1, 0, 0, ..., 0, 0, 0],
[ 1, 0, 0, ..., 0, 0, 0],
[ 1, 0, 0, ..., 0, 0, 0]], dtype=int64)
In [10]:
from sklearn.feature_extraction.text import TfidfTransformer
tf = TfidfTransformer(sublinear_tf=True)
X_train_tf = tf.fit_transform(X)
X_train_tf.shape
Out[10]:
(1417, 46074)
In [11]:
X_train_tf.toarray()
Out[11]:
array([[ 0.01223872, 0.0236456 , 0. , ..., 0. ,
0. , 0. ],
[ 0.01188943, 0.05351074, 0. , ..., 0. ,
0. , 0. ],
[ 0.01309894, 0.01735026, 0. , ..., 0. ,
0. , 0. ],
...,
[ 0.01325197, 0. , 0. , ..., 0. ,
0. , 0. ],
[ 0.00578805, 0. , 0. , ..., 0. ,
0. , 0. ],
[ 0.0335436 , 0. , 0. , ..., 0. ,
0. , 0. ]])
In [12]:
# docs_test = ["God is great", "Retina scan gives early diagnosis about diabetes"]
# X_test = count_vect.transform(docs_test)
# X_tf_test = tf.transform(X_test)
X_test = count_vect.transform(test_data)
X_test_tf = tf.transform(X_test)
X_test_tf.shape
Out[12]:
(355, 46074)
In [13]:
# from sklearn.naive_bayes import MultinomialNB
# clf = MultinomialNB()
# clf.fit(X_train_tf,all_of_it.target[:num])
In [14]:
from sklearn import svm
clf = svm.SVC(decision_function_shape="ovo", C = 10000.0, kernel='rbf',gamma = 0.6)
clf.fit(X_train_tf, all_of_it.target[:num])
Out[14]:
SVC(C=10000.0, cache_size=200, class_weight=None, coef0=0.0,
decision_function_shape='ovo', degree=3, gamma=0.6, kernel='rbf',
max_iter=-1, probability=False, random_state=None, shrinking=True,
tol=0.001, verbose=False)
In [15]:
# from sklearn.externals import joblib
# modelfile = "20-news-svm.sav"
# joblib.dump(clf,modelfile)
# loadedmodel = joblib.load(modelfile)
In [16]:
print(clf.score(X_test_tf, all_of_it.target[num:]))
# predict = clf.predict(X_test_tf)
# for text, category in zip(docs_test,predict):
# print(text + "\tbelongs to:\t" + all_of_it.target_names[category])
1.0
In [17]:
# all_of_it.target_names[int(clf.predict(tf.fit_transform(count_vect.transform(f.read()))))]
HOME_DIR = "D:\kaam\AdditionalParsedTest"
import os
print("File:\tClassification:")
for home,subdir,files in os.walk(HOME_DIR):
for file in files:
with open(os.path.join(HOME_DIR, file)) as f:
print(file + "\t" + all_of_it.target_names[int(clf.predict(tf.transform(count_vect.transform([f.read()]))))])
File: Classification:
AOI1.txt AoI
AOI2.txt AoI
AOI3.txt AoI
AOI4.txt AoI
AOI5.txt AoI
MC1.txt MC
MC2.txt MC
MC3.txt MC
MC4.txt MC
MC5.txt MC
In [ ]:
Content source: Aman-1412/document-classifier
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