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These excerpts taken from the BBNK 8-K filed Dec 19, 2008. Form and Transfer
Restrictions.
(a) Form. Certificates
representing the Series B and Series B-1 Preferred Stock (each a “Preferred
Certificate”), shall be issued to Holders at their
request. Each Preferred Certificate shall include a reference
incorporating the terms of this Certificate of Determination. In addition, the
Preferred Certificates may have notations, legends or endorsements required by
law, stock exchange rules, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company).
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(b) Transfer
Restriction. The Combined Preferred Stock may only be
transferred (i) to an affiliate of the initial investor or an affiliate of the
Company, (ii) in a widespread public distribution, (ii) in transfers in which no
transferee would receive 2% or more of the class or (iv) to a transferee that
would control more than 50% of the voting securities of the Company without any
transfer from the original investor. The Series B Preferred Stock
will be subject to these transfer restrictions until the first to occur of a
Shareholder Approval Date or a Shareholder Disapproval Date. The
Series B-1 Preferred Stock will be subject to these transfer restrictions until
a Full Conversion Date.
Section
18. Form and Transfer
Restrictions.
(a) Form. Certificates
representing the Series B and Series B-1 Preferred Stock (each a “Preferred
Certificate”), shall be issued to Holders at their
request. Each Preferred Certificate shall include a reference
incorporating the terms of this Certificate of Determination. In addition, the
Preferred Certificates may have notations, legends or endorsements required by
law, stock exchange rules, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company).
(b) Transfer
Restriction. The Combined Preferred Stock may only be
transferred (i) to an affiliate of the initial investor or an affiliate of the
Company, (ii) in a widespread public distribution, (ii) in transfers in which no
transferee would receive 2% or more of the class or (iv) to a transferee that
would control more than 50% of the voting securities of the Company without any
transfer from the original investor. The Series B Preferred Stock
will be subject to these transfer restrictions until the first to occur of a
Shareholder Approval Date or a Shareholder Disapproval Date. The
Series B-1 Preferred Stock will be subject to these transfer restrictions until
a Full Conversion Date.
21
Section
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