for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.
8
IN WITNESS WHEREOF, Chinos Holdings, Inc. has caused this Certificate of
Designation of the Series B Preferred Stock to be signed by [___________], its
authorized officer, this [___] day of [], 2017.
Chinos Holdings, Inc.
By:_______________________________
Name:
Title:
Exhibit A
FORM OF CERTIFICATED SERIES B PREFERRED STOCK CERTIFICATE
FACE OF SECURITY
THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS.
NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF Chinos Holdings, Inc. (THE "CORPORATION"),
INCLUDING THE CERTIFICATE OF DESIGNATION INCLUDED THEREIN (AS AMENDED AND
RESTATED FROM TIME TO TIME, THE "CHARTER").
THE CORPORATION IS AUTHORIZED TO
ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
THE SHARES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS
STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE
CHARTER.
THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS CERTIFICATE
BY REFERENCE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE CORPORATION SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH CORPORATION MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
Certificate Number [
]Number of Shares of
Series B Preferred Stock [
]
Series B Preferred Stock
of
Chinos Holdings, Inc.
Chinos Holdings, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies that [] (the
"Holder") is the registered owner of [] fully paid and non-assessable shares of
preferred stock, no par value per share, of the Corporation, designated as the
Series B Preferred Stock (the "Series B Preferred Stock"). The shares of Series
B Preferred Stock are transferrable on the books and records of the Corporation,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Series B Preferred Stock represented hereby are as specified in, and the shares
of the Series B Preferred Stock are issued and shall in all respects be subject
to the provisions of, the Certificate of Designation dated [], as the same may
be amended from time to time (the "Certificate of Designation"). Capitalized
terms used but not defined