Series A Preferred Stock. The number of authorized shares constituting the series of shares of Series A preferred stock of the corporation with $0.01 value per share (the “Series A Preferred Shares”) shall be 1,000,000 pursuant to the Certificate of Designation. Each Series A Preferred Share shall automatically be converted into the number of shares of common stock of the corporation equal to the result of: (i) the number of shares of common stock of the corporation the “Common Shares”) issued and outstanding at the time of such conversion multiplied by 6; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such conversion (the “Conversion Ratio”) at any time at the option of the holders of a majority of the issued and outstanding Series A Preferred Shares upon written notice of the conversion and properly endorsed. [Conversion Ratio Formula: # of Common Shares issued and outstanding x 6 ÷ # of Series A Preferred Shares issued and outstanding = Conversion Ratio per each Series A Preferred Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Conversion Ratio per each Series A Preferred Share)]. On or before the date of conversion, each holder of Series A Preferred Shares shall surrender his or its certificate or certificates for all such shares to the corporation at the place designated in such notice, and shall thereafter receive certificates for the number of Common Shares to which such holder is entitled pursuant to this Section. On the date of conversion, all rights with respect to the Series A Preferred Shares so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore, to receive certificates for the number of Common Shares into which such Series A Preferred Shares has been converted. If so required by the corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the corporation, duly executed by the registered holder or by his attorneys duly authorized in writing. All certificates evidencing Series A Preferred Shares which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retire and cancelled and the Series A Preferred Shares represented thereby converted into Common Shares for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such mandatory conversion and the surrender of the certificate or certificates for Series A Preferred Shares as aforesaid, the corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full Common Shares issuable on such conversion in accordance with the provisions hereof. In the event, Series A Holder elects to exchange its Series A Preferred Shares to the Corporation, then the Corporation shall pay for each Series A Preferred stock equal to the Conversion Ratio of its Series A Preferred Shares (the “Exchange Rate”). The corporation shall not amend, alter or repeal the preferences, special rights or other powers of the Series A Preferred Shares so as to affect adversely the Series A Preferred Shares, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding aggregate number of shares of such adversely affected Series A Preferred Shares given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. Prior to conversion, each Series A Preferred Share shall automatically be granted the right to vote the number of shares of common stock of the corporation equal to the result of: (i) the number of shares of Common Shares of the corporation issued and outstanding at the time of such vote multiplied by 6; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote (the “Voting Ratio”) at any time at the option of the holders of the issued and outstanding Series A Preferred Shares. [Voting Ratio Formula: # of Common Shares issued and outstanding x 6 ÷ # of Series A Preferred Shares issued and outstanding = Voting Rights per each Series A Preferred Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Voting Rights per each Series A Preferred Share)].
Series B Preferred Stock. The full Board of Directors upon motion duly made, seconded and carried unanimously, approved the established of a second class of preferred stock to be referred to as “Class B Convertible Preferred Stock”. This class shall be allocated 150,000 shares of the 50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The officers of the corporation are further authorized to exchange preferred shares for common shares from existing shareholders and to transmit said common shares to the transfer agent, Computershare, for cancellation.
Series C Preferred Stock. The full Board of Directors upon motion duly made, seconded and carried unanimously, approved the establishment of a third class of preferred stock to be referred to as “Class C Convertible Preferred Stock.” The class shall be allocated 1,000,000 shares of the 50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The “Class C Convertible Preferred Stock” shall bear the same properties as the “Class B Convertible Preferred Stock” shown in the preceding paragraph, except that the “Class C Convertible Preferred Stock” shall have no voting rights.
When buying shares of QASP, just beware that the ONLY use the company has for common share holders is to use them as an ATM...
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