6. Mandatorily Redeemable Convertible Preferred Stock

Holders of Series D Preferred Stock are entitled to receive a preferred dividend of $0.50 per share per annum, when, as and if declared by our Board of Directors. Series D Preferred Stock holders are also entitled to a liquidation preference of $10 per share, plus cumulative unpaid dividends. The Company may redeem all outstanding Series D Preferred Stock at any time upon 30 days prior written notice, and the Company is required to redeem all outstanding Series D Preferred Stock in January 2013 at a purchase price equal to the liquidation preference in effect on January 1, 2013. If the Company is unable to redeem the Series D Preferred Stock with cash or other immediately available funds for any reason, the holders of Series D Preferred Stock will have the right to exchange all shares of Series D Preferred Stock for an aggregate 99% ownership interest in CP Technologies.

The difference between the fair value of Series D Preferred Stock at issuance and the redemption value of $12,000,000 will be accreted to interest expense over the period to redemption in January 2013 using the level yield method. The carrying value at June 30, 2012 is $2,024,564.