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Appendix I
The designations, preferences, privileges and
voting powers, and the qualifications, limitations and
restrictions thereof, of the Preferred Stock and the
Common Stock shall be as follows:
Preferred Stock
(a) Dividends. The holders of record of the
Preferred Stock shall be entitled to receive out of any
funds of the Corporation at the time legally available
for the declaration of dividends, non-cumulative
dividends at the rate of six percent (6%) per annum per
share, and no more, payable in cash when and as
declared by the Board of Directors. If dividends on
the Preferred Stock are not declared in any fiscal year
of the Corporation, they shall not accumulate, whether
or not earned. Nothing herein shall be construed to
prohibit the Board of Directors from declaring, and the
Corporation from paying or setting apart, dividends on
the Common Stock, whether or not dividends on the
Preferred have been declared.
(b) Redemption. The Corporation may at any time
redeem all, or may from time to time redeem in part,
the shares of Preferred Stock at the redemption price
of $10,000 per share, plus any dividends which have
been declared and remain unpaid to the date fixed for
redemption. Notice of redemption of shares of the
Preferred Stock and of the date and place of redemption
shall be mailed not more than 60 nor less than 30 days
prior to the date fixed for redemption to each holder
of record of shares to be redeemed at his address as
shown by the records of the Corporation. If there is
to be redeemed less than all of the shares then
outstanding of the Preferred Stock, the shares to be
redeemed shall be selected on a pro rata basis.
(c) Dissolution. In the event of any voluntary
or involuntary dissolution of the Corporation, the
holders of shares of the Preferred Stock then
outstanding shall be entitled to be paid out of the
assets of the Corporation, before any payments shall be
made to the holders of any shares of Common Stock,
$10,000 per share, plus any dividends which have been
declared and remain unpaid to the date of payment. In
the event that the assets of the Corporation are
insufficient to pay the full amounts to which the
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