DESCRIPTION OF OUR SERIES A PREFERRED STOCK
The designation, powers, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock are set forth in
a statement of resolution relating to the Series A Preferred Stock (the Statement of Resolution) filed with the Secretary of State of the State of Texas. The following description is a summary of the powers, preferences, rights,
qualifications, limitations and restrictions of the Series A Preferred Stock and the material provisions of the Statement of Resolution but does not contain a complete description of them. This Description of the Series A Preferred Stock is
qualified in its entirety by the provisions of the Statement of Resolution, and we urge you to read it in its entirety because it, and not this description, defines your rights as a holder of the Series A Preferred Stock.
General
Under our articles of
incorporation, our board of directors is authorized, without further shareholder action, to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share, in one or more series by adopting resolutions prior to and providing for the
issuance of any shares of a series and filing a statement of resolution with the Secretary of State of the State of Texas. Such resolutions and statement of resolution sets forth the designations, powers, preferences, rights, qualifications,
limitations and restrictions of the shares of each such series of preferred stock, including the dividend rate, the redemption provisions, if any, the amount payable in the event of our voluntary or involuntary liquidation, winding up or
dissolution, the terms and conditions, if any, of conversion and the voting rights. As of the date of this prospectus supplement, no shares of preferred stock are outstanding.
The Series A Preferred Stock offered hereby is a new series of preferred stock. Upon completion of this offering, there will be 800,000 shares
of Series A Preferred Stock issued and outstanding. We may, at any time and from time to time, without notice to or consent of the holders of the then-outstanding shares of Series A Preferred Stock, authorize and issue additional shares of Series A
Preferred Stock, Parity Stock and Junior Stock, as described below, and, subject to the limitations described under Voting Rights, Senior Stock. We reserve the right to
re-open
the
series and issue additional shares of Series A Preferred Stock through either public or private sales at any time and from time to time without notice to or the consent of holders of Series A Preferred Stock, provided that such additional shares of
Series A Preferred Stock may only be issued if they will be fungible for U.S. tax purposes with all of the shares of Series A Preferred Stock offered hereby and shall accrue dividends from the most recent dividend payment date prior to the date they
are issued (or, if no dividend payment date has occurred at the time such additional shares of Series A Preferred Stock are issued, from the date of initial issuance of shares of Series A Preferred Stock). Any additional shares of Series A Preferred
Stock would be deemed to form a single series with the Series A Preferred Stock offered hereby. Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock, except with respect to the
date from which dividends will accrue.
The holders of our common stock and Series A Preferred Stock are entitled to receive, to the
extent permitted by law, such dividends as may from time to time be declared by our board of directors (or a duly authorized committee of the board). Upon any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary,
the holders of our common stock and Series A Preferred Stock (or any Parity Stock, as defined below) are entitled to receive distributions of our assets, after we have satisfied or made provision for our outstanding indebtedness and other
obligations and after the payment to the holders of any class or series of Senior Stock.
When issued and paid for in the manner described
in this prospectus supplement, the shares of Series A Preferred Stock offered hereby will be fully paid and nonassessable. Subject to the matters described under Liquidation Rights, each share of Series A Preferred Stock will
have a fixed liquidation preference of $1,000 per share plus an amount equal to accumulated and unpaid dividends thereon to, but not including, the date fixed for payment, whether or not declared. The rights of the holders of the Series A Preferred
Stock to receive the liquidation preference will be subject to the proportional rights of holders of Parity Stock.
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