Ch. 449                                1995 LAWS OF MARYLAND

(ii) The rate, amount, and time of payment of the dividends; and

(iii) Whether the dividends are cumulative, cumulative to a limited
extent, or noncumulative;

(4)     That any specified class of stock is preferred over another class as to its
distributive share of the assets on voluntary or involuntary liquidation of the corporation
and the amount of the preference;

(5)     That any specified class of stock may be redeemed at the option of the
corporation or of the holders of the stock and the terms and conditions of redemption,
including the time and price of redemption;

(6)     That any specified class of stock is convertible into shares of stock of one
or more other classes and the terms and conditions of conversion;

(7)     That the holders of any specified securities issued or to be issued by the
corporation have any voting or other rights which, by law, are or may be conferred on
stockholders;

(8)     For any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications not inconsistent with law;

(9)     That the board of directors may classify or reclassify any unissued stock
from time to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of the stock; and

(10)   (I) FOR ANY GRANT TO THE HOLDERS OF THE STOCK OF THE
CORPORATION, INCLUDING A SPECIFIED CLASS OR SERIES OF STOCK, OF THE
PREEMPTIVE RIGHT TO SUBSCRIBE TO:

1.       ANY OR ALL ADDITIONAL ISSUES OF THE STOCK; OR

2.       ANY SECURITIES OF THE CORPORATION CONVERTIBLE
INTO ADDITIONAL ISSUES OF STOCK; OR

(II) For any definition [,] OR limitation [, or denial] of the preemptive
rights of stockholders to acquire additional stock OR SECURITIES in the corporation.

2-205.

[(a) Unless the charter provides otherwise, a stockholder does not have any
preemptive rights with respect to:

(1)     Stock issued to obtain any of the capital required to initiate the
corporate enterprise;

(2)     Stock issued for at least its fair value in exchange for consideration other
than money;

(3)     Stock remaining unsubscribed for after being offered to stockholders;

(4)     Treasury stock sold for at least its fair value;

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