ARTICLE IV.Authorized Stock.
This Corporation is authorized to issue two classes of shares, designated"Preferred Stock" and "Common Stock." The total number of shares that this Corporation shallhave authority to issue is 42,000,000 of which 30,000,000 shares shall be Common Stock,$0.0001 par value per share, and 12,000,000 shares shall be Preferred Stock, $0.0001 par value per share, all of which shall be designated "Series A Preferred Stock" (the "
Series A PreferredStock
" or “
A statement of the rights, preferences, privileges and restrictions granted to or imposed on the Preferred Stock and the holders thereof is as follows:
The holders of Series A Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the "
"), out of any assets legallyavailable therefor, prior and in preference to any declaration or payment of any dividend(payable other than in Common Stock) on the Common Stock of this Corporation, non-cumulative dividends at the rate of seven percent (7%) of the Original Series A Issue Price (asdefined below) per share per annum from and after the date of payment to the Corporation for the issuance of such shares of Series A Preferred Stock (the "
Original Issue Date
") (to theextent not previously paid) (the "
"). After such Dividend Preference isdeclared and paid in full upon the Series A Preferred Stock, dividends may be declared and paidon the Common Stock if at the same time equivalent dividends are declared and paid to holdersof the Preferred Stock on an "
as converted basis
" (i.e., treating for this purpose all Series APreferred Stock as if they had been converted to Common Stock pursuant to the terms of theCertificate of Incorporation in force at the time of calculation).
(a)In the event of any liquidation, dissolution or winding up of thisCorporation, either voluntary or involuntary (a "
"), the assets and funds of theCorporation legally available for distribution to its stockholders shall be distributed in thefollowing order of preference:(i)First, the holders of Series A Preferred Stock shall be entitled toreceive, prior and in preference to any distribution of any of the assets of this Corporation legallyavailable for distribution to the holders of Common Stock by reason of their ownership thereof,an amount per share equal to US$0.2500 for each outstanding share of Series A Preferred Stock,as adjusted for any change in the number of Series A Preferred Stock resulting from stock split,stock combination, stock dividend, recapitalization or like events (the "
Original Series A IssuePrice
") plus seven percent (7%) of the Original Series A Issuance Price per share per annum(non-cumulative) from the Original Issue Date to the date of Liquidation Event and less anydividends previously paid with respect to such share of Series A Preferred Stock (the "