The South Dakota Certificate of Designation, Preferences, and Rights of Series B Junior Cumulative Convertible Preference Stock of Onyx Energy Company is a legal document that outlines the specific characteristics, preferences, and rights associated with the Series B junior cumulative convertible preference stock issued by Onyx Energy Company. This type of stock is classified as a Series B junior cumulative convertible preference stock, which means it holds a lower priority compared to other classes of stock and has the potential to be converted into common stock at a predetermined conversion ratio or price. By issuing this stock, Onyx Energy Company is able to raise capital while providing investors with certain privileges and preferences. Key components outlined in the South Dakota Certificate of Designation include: 1. Dividends: Holders of Series B junior cumulative convertible preference stock are entitled to receive dividends, which are usually paid out on a regular basis. These dividends may be cumulative, meaning that if they are not paid in a particular year, they will accumulate and must be paid before dividends can be distributed to other classes of stock. 2. Conversion Rights: The Series B junior cumulative convertible preference stock can be converted into common stock at a predetermined conversion price or ratio. This conversion option provides investors with the opportunity to participate in potential future gains of the company. 3. Liquidation Preference: In the event of the company's liquidation or dissolution, holders of Series B junior cumulative convertible preference stock have the right to receive a specific priority in the distribution of assets. This ensures that these shareholders are repaid their invested capital before distributions are made to other classes of stock. 4. Voting Rights: Typically, the Series B junior cumulative convertible preference stock does not carry voting rights. However, in certain circumstances, the holders may be granted voting rights on matters that directly affect their shares. It is important to note that the South Dakota Certificate of Designation may have variations or different types for Series B junior cumulative convertible preference stock depending on the specific agreements negotiated between Onyx Energy Company and its investors. These variations could include different dividend rates, conversion terms, liquidation preferences, or other rights and preferences. Additional types or sub-classifications of the South Dakota Certificate of Designation, Preferences, and Rights of Series B Junior Cumulative Convertible Preference Stock of Onyx Energy Company may be added to identify specific tranches or series of stock issued at different times or under different terms. These different classifications help provide clarity and transparency regarding the rights and preferences attached to each class of stock issued by the company. Please note that this description is a general overview and may not encompass all the nuances and specific details of the South Dakota Certificate of Designation, Preferences, and Rights of Series B Junior Cumulative Convertible Preference Stock of Onyx Energy Company.