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.