HD Faculty is authorized to issue Class A shares and Class B shares with the following rights, privileges, restrictions and conditions:

1. Class A Shares rights. Class A shares, without nominal or par value, the holders of which are entitled:
1. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
2. to receive the remaining property of HD Faculty upon dissolution.
2. Class B shares rights. Class B shares, which shall carry the right:
1. to a dividend as fixed by the board of directors and
2. upon the liquidation or winding up of HD Faculty, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
3. Not entitled to vote. The holders of Class B shares shall not be entitled to vote at all meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.