The Massachusetts Certificate of Designation outlines the specific details, preferences, and rights associated with the Series A Junior Cumulative Preference Stock of Onyx Energy Company. This certificate serves as a legal document, providing comprehensive information about the stock and its characteristics. The Series A Junior Cumulative Preference Stock of Onyx Energy Company is a specific class of stock with unique features and provisions. It differentiates from other types of shares offered by the company, providing certain advantages and preferences to its holders. The certificate includes the following key provisions and elements: 1. Designation: The stock is designated as Series A Junior Cumulative Preference Stock, distinguishing it from other classes of shares available in Onyx Energy Company. 2. Preference in Dividends: Holders of the Series A stock have a preference in dividend payments over holders of common stock. This means that, in the event of dividend distributions, Series A stockholders will receive their dividends before the common stockholders. 3. Cumulative Dividends: The Series A stock is cumulative, meaning that if the company fails to pay dividends in any given year, those dividends will accumulate and must be paid in the future before any dividends are distributed to common stockholders. 4. Liquidation Preference: In the event of the company's liquidation or bankruptcy, Series A stockholders have a priority claim to the company's assets over common stockholders. They are entitled to a specific liquidation preference amount per share or a predetermined formula. 5. Voting Rights: The certificate may outline the voting rights associated with the Series A stock. Usually, such preferred stock has limited voting rights, or in some cases, no voting rights at all. 6. Conversion Option: The certificate may include provisions allowing Series A stockholders to convert their shares into a different class of stock, such as common stock, based on predetermined conversion ratios or other conditions. 7. Redemption Provision: The certificate may have provisions regarding the company's right to redeem the Series A stock at a predetermined price or under specific circumstances. It's important to note that the specific provisions and characteristics of the Massachusetts Certificate of Designation for the Series A Junior Cumulative Preference Stock may vary depending on the company and the terms agreed upon during the stock issuance.