The Nevada Proposed Amendment to the Restated Certificate of Incorporation aims to authorize the issuance of preferred stock for a company. This amendment allows the company to allocate and issue a specific class of shares that hold different rights, preferences, and privileges compared to common stock. Preferred stock refers to a type of equity ownership in a corporation that offers certain advantages over common stock. The Nevada proposed amendment allows for the creation of various types of preferred stock, including: 1. Cumulative Preferred Stock: This type of preferred stock entitles shareholders to receive any unpaid dividends, which may accumulate over time if not paid out immediately. 2. Convertible Preferred Stock: With this type of preferred stock, shareholders have the option to convert their shares into a predetermined number of common shares or other securities at a specified conversion ratio. 3. Participating Preferred Stock: Shareholders of participating preferred stock receive extra dividends beyond their fixed dividend rate, based on a formula predetermined in the restated certificate of incorporation. 4. Non-Cumulative Preferred Stock: Unlike cumulative preferred stock, non-cumulative preferred stock does not accumulate unpaid dividends. If a dividend is not declared, the stockholders do not possess the right to claim it in the future. 5. Adjustable-rate Preferred Stock: This type of preferred stock possesses a dividend rate that can change periodically, based on predetermined benchmarks such as the prime rate or the consumer price index. 6. Redeemable Preferred Stock: Shareholders of redeemable preferred stock can sell their shares back to the company at a predetermined price within a specific time frame. The Nevada Proposed Amendment to the Restated Certificate of Incorporation to authorize preferred stock offers flexibility to companies to shape their capital structure according to their unique needs. By issuing different types of preferred stock, companies can attract certain types of investors, gain access to additional capital, and diversify their ownership structure while offering various levels of profit participation, conversion options, and voting rights to shareholders.