<Halifax logo Halifax International, Inc.
appears here> 3525 Piedmont Road
7 Piedmont Center, Suite 300
Atlanta, GA 30305
Telephone: (404) 816-6100 Fax: (404) 233-4883
PREFERRED STOCK DOCUMENT
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A. The holders of the preferred shares shall be entitled to receive,
when and as declared by the Board of Directors of the corporation, cumulative
dividends at the rate of Eight Dollars ($8) per share per annum, and no more,
payable semiannually on the first days of January and July in each year. Such
dividends shall cumulate on all such payment dates on which the particular
share shall be issued and outstanding and shall be cumulative to the full
extent of the semiannual payment notwithstanding that such share may have been
issued less than six (6) months prior to such payment date. No dividends
shall be paid to or set apart for payments to common shareholders unless all
past accumulated dividends on the preferred shares shall have first been paid,
or declared and set apart for payment.
B. Each preferred share shall be convertible at the holders option
into one share of common stock at $1.00 per share for three years commencing
September 30, 2000.
C. Upon any dissolution, liquidation, or winding-up of the
corporation, the holders of preferred shares shall be entitled to receive,
before any payment shall be made to the holders of common shares, the sum of
One Hundred Dollars ($100) per share plus, in case such dissolution,
liquidation, or winding-up be voluntary, a premium equal to Five Dollars ($5)
per share, together with, in all cases, all past accumulated and unpaid
dividends. The consolidation or merger of the corporation at any time, or
from time to time, with any other corporation or corporations, shall not be
construed as a dissolution, liquidation or winding-up of the corporation
within the meaning hereof.
After payment of the full preferential amount as aforesaid, the holders
of preferred shares shall not be entitled to any further participation in any
distribution of the assets and funds of the corporation shall be divided and
distributed among the holders of the common shares then outstanding according
to their respective interests.
D. The preferred shares at any time outstanding may be redeemed by the
corporation, in whole or in part, at any time or from time to time, at the
option of the Board of Directors upon not less than ten (10) days' prior
written notice to the holders of record of the preferred shares to be
redeemed, at One Hundred Five Dollars ($105) per share plus an amount equal to
the past accumulated and unpaid dividends as of the r
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redemption date. If such notice is given by mail, it shall be deemed received
by the shareholder from whom redemption is to be made when deposited by the
corporation in the mail, registered, postage prepaid, and addressed to the
last known address of such shareholder. If less than all of the outstanding
preferred shares are to be redeemed, the redemption may be made either by lot
or pro rata, or by such other method as the Board of Directors in its
discretion may determine, including, without limitation of the foregoing, the
right to designate which shareholder shall be required to surrender any part
or all of the preferred shares owned by such shareholder. If such notice of
redemption shall have been duly given and if, on or before the redemption date
specified in such notice, all funds necessary for such redemption shall have
been set aside so as to be available therefore, then notwithstanding that any
certificate for preferred shares so called for redemption shall not have been
surrendered for cancellation, all dividends on such preferred shares shall
cease to accrue, and all rights with respect to such preferred shares
forthwith on such redemption date cease and terminate, except only the right
of holders thereof to receive the amount payable upon redemption thereof, but
without interest.
E. Except as herein otherwise expressly provided, or as otherwise
provided by the laws of the State of Nevada, the holders of common shares
shall exclusively possess all of the voting power of the corporation for the
election of directors and for all other purposes, and the holders of the
preferred shares shall have no voting power, and no holder thereof shall be
entitled to receive notice of any meetings of shareholders. In case the
corporation shall default in the payment of dividends on said preferred
shares, and said default shall continue so that three (3) semiannual dividends
(whether or not consecutive) shall be in default, then during the continuance
of any default in payment of such dividends (irrespective of the number of
such payments in default), but no longer, the holders of preferred shares
shall be entitled to notice of all shareholders' meetings and shall have the
sole and exclusive right to vote thereat, an the holders of common shares
shall have no voting rights or powers whatsoever. During such time, such
meetings of the shareholders may be called upon written request of the holders
of twenty-five percent (25%) of the outstanding preferred shares. If and when
all dividends in default on the preferred shares shall thereafter be paid, the
preferred shares shall forthwith be divested of such voting power, and at such
time it shall re-vest in the common shares as before.
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