The Virginia Certificate of Designation, Preferences, and Rights of the Series B Junior Cumulative Convertible Preference Stock of Onyx Energy Company establishes the specific terms and conditions associated with this class of stock offered by the company. This detailed description will outline the key features, preferences, and rights of the Series B Junior Cumulative Convertible Preference Stock. 1. Series B Junior Cumulative Convertible Preference Stock: This designation refers to a specific class of stock offered by Onyx Energy Company in Virginia. It is important to note that there may be other series of preferred stock offered by the company, but this description focuses on Series B. 2. Cumulative Preference: The Series B Junior Cumulative Convertible Preference Stock carries a cumulative preference feature. This means that if the company cannot pay dividends in a particular year, the unpaid dividends accumulate and need to be paid to the shareholders in the future before any dividends can be paid to common stockholders. 3. Junior Stock: The Series B Junior Cumulative Convertible Preference Stock is considered junior to other series of preferred stock offered by Onyx Energy Company. In the event of liquidation, these shareholders will have a lower priority in receiving payments compared to senior preferred stockholders but higher priority than common stockholders. 4. Convertible Option: Holders of Series B Junior Cumulative Convertible Preference Stock has the right to convert their shares into a specific number of common shares of Onyx Energy Company. The conversion ratio will be specified in the Certificate of Designation. 5. Designation of Liquidation Preferences: The Certificate of Designation outlines the specific liquidation preference for the Series B Junior Cumulative Convertible Preference Stock. This refers to the order in which shareholders will receive payments in the event of the company's liquidation. 6. Voting Rights: The Series B Junior Cumulative Convertible Preference Stock may or may not carry voting rights depending on the terms specified in the Certificate of Designation. It is essential to review this document for any voting rights associated with this specific class of stock. By offering the Series B Junior Cumulative Convertible Preference Stock, Onyx Energy Company provides investors with an investment option that offers cumulative dividends, potential conversion into common stock, and a specific position in the event of liquidation. The company may also have other series of preferred stock with different rights and characteristics. It is important to refer to the specific Certificate of Designation for each series to understand the unique preferences and rights associated with them.