Common use of Preferred Shares Clause in Contracts

Preferred Shares. (a) The total number of preferred shares of $0.,0001 nominal value per share that the Company is authorized to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares in one or more series, with the right to vote, complete or limited or without the right to vote and with those designations, preferences and special rights that are relative, participating, optional or others and requirements, limitations or restrictions to same that indicate or express, in the resolution or resolutions that determine the issuance of such shares as adopted by the Board, subject to the limitations prescribed by law and in accordance with the provisions set forth in this instrument, including but not limited to the following: (1) the designation of the series and number of shares that make up the series; (2) the rate of dividends of the series, the conditions and dates on which such dividends are due, the relation such dividends will have with respect to the payable dividends in any other class or classes of shares and if such dividends will be cumulative or not; (3) if the shares in the series will be subject to repurchase by the company and, if so, the period, prices and other clauses and conditions of such repurchase; (4) the clauses and the amount of any amortization fund for the purchase r repurchase of the shares of the series; (5) if the shares of the series will be converted to or exchanged for shares of another class or classes or another series of any class or classes of shares of the company and, in case of conversion or exchange, the periods, prices, rates, modifications and other clauses and conditions of said conversion or exchange; (6) as the holders of shares of the series will or will not have the right to vote in the election for directors; (7) the restrictions, if applicable, with respect to the issuance or reissuance of any preferred share; (8) the rights of the holders of the shares of the series in case of liquidation or dissolution of the company. ARTICLE 5 –

Preferred Shares. (a) The total number Board of preferred shares Directors is authorized, without shareholder action, to classify or reclassify any or all of $0.,0001 nominal value per share that the Company is authorized unissued Preferred Shares from time to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares in one or more series and to provide for the designation, preferences, limitations and relative rights of the shares of each series by the adoption of Articles of Amendment to these Articles of Incorporation setting forth: (i) The maximum number of shares in the series and the designation of the series, with which designation shall distinguish the shares thereof from the shares of any other series or class; (ii) Whether shares of the series shall have special, conditional or limited voting rights, or no right to vote, complete or limited or without the right to vote and with those designations, preferences and special rights that are relative, participating, optional or others and requirements, limitations or restrictions to same that indicate or express, in the resolution or resolutions that determine the issuance of such shares as adopted by the Board, subject except to the limitations prescribed extent prohibited by law and in accordance with the provisions set forth in this instrument, including but not limited to the following: law; (1iii) the designation of the series and number of shares that make up the series; (2) the rate of dividends of the series, the conditions and dates on which such dividends are due, the relation such dividends will have with respect to the payable dividends in any other class or classes of shares and if such dividends will be cumulative or not; (3) if the shares in the series will be subject to repurchase by the company and, if so, the period, prices and other clauses and conditions of such repurchase; (4) the clauses and the amount of any amortization fund for the purchase r repurchase of the shares of the series; (5) if the Whether shares of the series will be converted to are redeemable or exchanged for shares convertible (x) at the option of another class or classes the Corporation, a shareholder or another series person or upon the occurrence of any class a designated event, (y) for cash, indebtedness, securities or classes other property, and (z) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (iv) Any right of shares of the company and, in case of conversion or exchange, the periods, prices, rates, modifications and other clauses and conditions of said conversion or exchange; (6) as the holders of shares of the series will to distributions, calculated in any manner, including the rate or will not have rates of dividends, and whether dividends shall be cumulative, noncumulative or partially cumulative; (v) The amount payable to holders of shares of the right to vote series in the election for directors; (7) the restrictionsevent of voluntary or involuntary liquidation, if applicable, with respect to the issuance dissolution or reissuance of any preferred share; (8) the rights winding up of the holders affairs of the Corporation; (vi) Any preference of the shares of the series in case over the shares of liquidation any other series or class with respect to distributions, including dividends, and with respect to distributions upon the liquidation, dissolution or winding up of the companyaffairs of the Corporation; and (vii) Any other preferences, limitations or specified rights (including a right that no transaction of a specified nature shall be consummated while any shares of such series remain outstanding except upon the assent of all or a specified portion of such shares) now or hereafter permitted by the Virginia Stock Corporation Act (as it exists on the date hereof or as it may be amended from time to time, the “VSCA”). (b) Before the issuance of any shares of a series of Preferred Shares, Articles of Amendment establishing such series shall be filed with and made effective by the State Corporation Commission of Virginia, as required by the VSCA. (c) Each series of Preferred Shares shall be so designated as to distinguish the shares thereof from the shares of all other series. ARTICLE 5 –Different series of Preferred Shares shall not be considered to constitute different voting groups of shares for the purpose of voting by voting groups except as required by the VSCA or as otherwise specified by the Board of Directors with respect to any series at the time of the establishment thereof.

Preferred Shares. (a) The total number of preferred shares of $0.,0001 nominal value per share that the Company is authorized Preferred Shares may be issued from time to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares in one or more series. The Board of Directors is hereby vested with authority, with respect to any series of Preferred Shares, to fix by resolution or resolutions the right to vote, complete or limited or without designations and the right to vote and with those designationspowers, preferences and special rights that are relative, participating, optional or others other rights and requirementsqualifications, limitations or restrictions to same that indicate or expressthereon, in the resolution or resolutions that determine the issuance of such shares as adopted by the Boardincluding, subject to the limitations prescribed by law and in accordance with the provisions set forth in this instrumentwithout limitation, including but not limited to the following: (1) the designation of the series and number of shares that make up the series; (2) the rate number of dividends of shares in the series, which the conditions and dates on which such dividends are dueBoard of Directors may, except where otherwise provided in the relation such dividends will have with respect to Preferred Shares designation, increase or decrease, but not below the payable dividends in any other class or classes number of shares and then outstanding; (3) whether dividends, if such dividends any, will be cumulative or not; (3) if non-cumulative and the shares in dividend rate of the series will be subject to repurchase by the company and, if so, the period, prices and other clauses and conditions of such repurchaseseries; (4) the clauses dates at which dividends, if any, will be payable; (5) the redemption rights and the amount of any amortization fund price or prices, if any, for the purchase r repurchase of the shares of the series; (56) if the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; (7) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (8) whether the shares of the series will be converted to or exchanged for convertible into shares of another any other class or classes series, or another series any other security, of the Corporation or any other corporation, and, if so, the specification of the other class or classes series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; (9) conditions or restrictions on the issuance of shares of the company and, in case same series or of conversion any other class or exchange, the periods, prices, rates, modifications and other clauses and conditions of said conversion or exchange; (6) as the holders of shares series of the series will or will not have the right to vote in the election for directorsPreferred Shares; and (710) the restrictionsvoting rights, if applicableany, with respect to the issuance or reissuance of any preferred share; (8) the rights of the holders of the series. In case the number of shares of any series shall be decreased, the shares constituting such decrease shall resume the status of undesignated Preferred Shares. (b) Except as otherwise required by law, holders of any series in case of liquidation Preferred Shares shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by these Amended and Restated Articles of Incorporation or dissolution by resolution of the company. ARTICLE Board of Directors adopted pursuant to authority hereinbefore granted relating to the issuance of such series and filed in accordance with Section 5 –of the BCA (together a statement prepared pursuant to Section 35(5) of the BCA setting forth a copy of the said resolution).

Preferred Shares. (a) The total number of preferred shares of $0.,0001 nominal value per share that the Company is authorized Preferred Shares may be issued from time to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares in one or more series. The Board of Directors is hereby vested with authority, with respect to any series of Preferred Shares, to fix by resolution or resolutions the right to vote, complete or limited or without designations and the right to vote and with those designationspowers, preferences and special rights that are relative, participating, optional or others other rights and requirementsqualifications, limitations or restrictions to same that indicate or expressthereon, in the resolution or resolutions that determine the issuance of such shares as adopted by the Boardincluding, subject to the limitations prescribed by law and in accordance with the provisions set forth in this instrumentwithout limitation, including but not limited to the following: (1a) the designation of the series and series; (b) the number of shares that make up in the series, which the Board of Directors may, except where otherwise provided in the Preferred Shares designation, increase or decrease, but not below the number of shares then outstanding; (c) whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; (2d) the rate of dividends of the seriesdates at which dividends, the conditions and dates on which such dividends are dueif any, the relation such dividends will have with respect to the payable dividends in any other class or classes of shares and if such dividends will be cumulative or notpayable; (3e) if the shares in the series will be subject to repurchase by the company andredemption rights and price or prices, if soany, the period, prices and other clauses and conditions of such repurchase; (4) the clauses and the amount of any amortization fund for the purchase r repurchase of the shares of the series; (5f) if the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; (g) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (h) whether the shares of the series will be converted to or exchanged for convertible into shares of another any other class or classes series, or another series any other security, of the Corporation or any other corporation, and, if so, the specification of the other class or classes series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; (i) restrictions on the issuance of shares of the company and, in case same series or of conversion any other class or exchange, the periods, prices, rates, modifications series; and other clauses and conditions of said conversion or exchange; (6) as the holders of shares of the series will or will not have the right to vote in the election for directors; (7j) the restrictionsvoting rights, if applicableany, with respect to the issuance or reissuance of any preferred share; (8) the rights of the holders of the series. In case the number of shares of any series shall be decreased, the shares constituting such decrease shall resume the status of undesignated Preferred Shares. Except as otherwise required by law, holders of any series in case of liquidation or dissolution Preferred Shares shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by these Articles of Incorporation (including any statement setting forth a copy of a resolution of the company. ARTICLE Board of Directors relating to the issuance of such series executed, acknowledged, and filed in accordance with section 5 –of the BCA).

Preferred Shares. (ai) The total number Without the consent or approval of preferred shares of $0.,0001 nominal value per share that any Shareholders, Preferred Shares may be issued by the Company is authorized to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares Trust in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing class or series of Shares) as shall be fixed by the Board of Directors and reflected in a written action or actions approved by the Board of Directors (each, a “Share Designation”), including (i) the right to vote, complete share in Profits and Losses or limited or without items thereof; (ii) the right to vote and with those designations, preferences and special rights that are relative, participating, optional or others and requirements, limitations or restrictions to same that indicate or express, share in the resolution or resolutions that determine the issuance of such shares as adopted by the Board, subject to the limitations prescribed by law and in accordance with the provisions set forth in this instrument, including but not limited to the following: (1) the designation of the series and number of shares that make up the series; (2) the rate of dividends of the seriesdistributions, the conditions dates distributions will be payable and dates on which such dividends are due, the relation such dividends will have whether distributions with respect to the payable dividends in any other such series or class or classes of shares and if such dividends will be cumulative or notnon-cumulative; (3iii) if rights upon dissolution and liquidation of the shares in Trust; (iv) whether, and the series will be subject to repurchase by terms and conditions upon which, the company Trust may redeem such Preferred Shares; (v) whether such Preferred Shares are issued with the privilege of conversion or exchange and, if so, the periodconversion or exchange price or prices or rate or rates, prices any rate adjustments, the date or dates on which, or the period or period during which, such Preferred Shares will be convertible or exchangeable and all other clauses terms and conditions upon which the conversion or exchange may be made; (vi) the terms and conditions upon which such Preferred Shares will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Preferred Shares; (viii) the terms and amounts of any sinking fund provided for the purchase or redemption of such repurchasePreferred Shares of the class or series; (4ix) whether there will be restrictions on the issuance of Preferred Shares of the same class or series or any other class or series; and (x) the clauses right, if any, of the holder of each such Preferred Share to vote on Trust matters, including matters relating to the relative rights, preferences and privileges of such Preferred Shares. A Share Designation (or any resolution of the Board of Directors amending any Share Designation) shall be effective when a duly executed original of the same is delivered to the Secretary of the Sponsor for inclusion among the books and records of the Sponsor, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Share Designation, the Board of Directors may at any time increase or decrease the amount of any amortization fund for the purchase r repurchase of the shares of the series; (5) if the shares of the series will be converted to or exchanged for shares of another class or classes or another series Preferred Shares of any class or classes series, but not below the number of shares Preferred Shares of such class or series that are then Outstanding Shares. (ii) Notwithstanding anything to the company andcontrary in this Agreement, including in Section 10.2 hereof, the Board of Directors may, without the consent or approval of any Shareholders, amend this Agreement (including any Share Designation) and make any filings under the Delaware Statutory Trust Act or otherwise to the extent the Board of Directors determines that it is necessary or desirable in order to effectuate any issuance of Preferred Shares pursuant to this Article 2. The terms of any Share Designation adopted hereunder may amend the provisions of this Agreement or any other Share Designation. (iii) The Board of Directors may classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, in case of conversion one or exchange, the periods, prices, rates, modifications and other clauses and conditions of said conversion more classes or exchange; (6) as the holders of shares of the series will or will not have the right to vote in the election for directors; (7) the restrictions, if applicable, with respect to the issuance or reissuance of any preferred share; (8) the rights of the holders of the shares of the series in case of liquidation or dissolution of the company. ARTICLE 5 –series.