Preference Shares Agreement

1. Introduction

This Preference Shares Agreement ("Agreement") is made and entered into as of May 3, 2080, by and between [Your Company Name], a company incorporated under the laws of [Country], with its registered office at [Your Company Address] ("Company"), and Brandopia, a company, whose principal place of business is at Toledo, OH 43601 ("Investor").

2. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Company will issue and the Investor will purchase preference shares of the Company, thereby providing the Company with additional capital and granting the Investor certain preferences in respect of dividends, liquidation, and voting.

3. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

3.1 "Preference Shares"

Preference Shares refers to the non-voting, preferred class of shares issued by the Company to the Investor under the terms and conditions set forth in this Agreement.

3.2 "Dividends"

Dividends shall mean the specified percentage of annual profits payable to the holders of Preference Shares as prescribed in this Agreement.

4. Issuance of Preference Shares

The Company agrees to issue and the Investor agrees to purchase 5 Preference Shares at a price of $500 per share, with an aggregate value of $2500.

5. Rights and Preferences

5.1 Dividend Rights

The Preference Shares shall carry the right to a fixed cumulative preferential dividend at the rate of 12% per annum on the grounds as detailed herein.

5.2 Liquidation Preference

In the event of a liquidation or winding up of the Company, the holders of Preference Shares shall be entitled to receive, prior and in preference to any distribution of the proceeds to holders of ordinary shares, an amount equal to the original purchase price of the Preference Shares plus any declared but unpaid dividends.

5.3 Voting Rights

Unless otherwise required by law, the Preference Shares shall not carry any voting rights.

6. Representations and Warranties

6.1 Representation by the Company

The Company represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

6.2 Representation by the Investor

The Investor represents and warrants that it has the power, authority, and capacity to enter into this Agreement and to carry out its obligations pursuant to this Agreement.

7. Miscellaneous

7.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Country/State].

7.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to its subject matter.