【正文】 as a result, the greater the overhang, the greater the franchise tax under the alternative method. Unlike with the filing fee, the par value of the authorized stock does not generally affect the amount of the annual franchise tax owed under the authorized shares method. In addition, the tax is based on authorized shares, not only the number of shares that are issued and outstanding. Accordingly, it is advisable to consider the franchise taxes that will result from a particular capitalization before choosing it. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation. A. COMMON STOCK1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.2. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings)[。3 of the Series A Preferred Stock terms often includes restrictions on the designation or issuance of blank check preferred. Accordingly, this Certificate of Incorporation assumes that blank check preferred will not be used and the drafters intentionally did not include a provision authorizing blank check preferred. In the event blank check preferred is to be included in the Certificate of Incorporation, appropriate references to other potential series of Preferred Stock should be included in the Series A Preferred Stock terms so as to permit the Corporation to create another series of Preferred Stock by means of a Certificate of Designations without having to revise the terms of the Series A Preferred Stock (which can only be done by a Certificate of Amendment, approved by stockholders, and not by a Certificate of Designations). In addition, in the event provision is to be made for blank check preferred, appropriate consideration should also be given to building in references to such other potential series of Preferred Stock in the contractual agreements providing for additional rights and obligations of the holders of Series A Preferred Stock (such as the Investors’ Rights Agreement, Right of First Refusal and CoSale Agreement, and Voting Agreement).Choice of Jurisdiction. This form is set up for a portfolio pany incorporated in Delaware. Delaware is generally the preferred jurisdiction for incorporation of venturebacked panies for many reasons, including:1. The Delaware General Corporation Law (the “DGCL”) is a modern, current, and internationally recognized and copied corporation statute which is updated annually to take into account new business and court developments。 167。 provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Series A Original Issue Price” shall mean $[insert initial Series A purchase price] per share, subject to appropriate adjustment in the event of any stock dividend, stock split, bination or other similar recapitalization with respect to the Series 。 and4. Delaware offers an efficient and userfriendly Secretary of State’s office permitting, among other things, prompt certification of filings of corporate documents.Please note the following special considerations if the Corporation is located in California, even though incorporated in Delaware:Considerations for Corporation with California Shareholders and Operations.Section 2115 of the California Corporations Code provides that certain provisions of California corporate law are applicable to foreign corporations (., one incorporated in Delaware), to the exclusion of the law of the state of incorporation, if more than half of the Corporation’s shareholders and more than half its “business” (a defined formula based on property, payroll and sales) are located in California. As a result, some panies based in California may be subject to certain provisions of the California corporate law despite being incorporated in another state, such as Delaware (although, as noted below, it is not clear that courts will apply Section 2115 if the law of the jurisdiction of incorporation is inconsistent with the provisions of Section 2115). Section 2115 does not apply to public panies listed on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ National Market.One provision of the California Corporations Code that applies to such “quasiCalifornia” corporations is Section 708, which requires that shareholders be permitted to cumulate votes in the election of directors. However, Section 2115 does not require corporations to set forth this right in their articles or bylaws, and most Silicon Valley panies that are subject to Section 2115 do not do so. Under Delaware law, a corporation must include a provision in its Certificate of Incorporation in order to allow cumulative voting (see Section 214 of the DGCL). Therefore, should a stockholder choose to exercise its right to cumulate votes under Sections 2115 and 708 of the California Corporations Code, the corporation may find itself forced to choose between violating those provisions if it denies cumulative voting, or violating Section 214 of the DGCL if it allows it. Current California case law enforces a shareholder’s rights to cumulate votes in this situation, relying on the language of Section 2115 stating that the cited provisions of the California Code apply “to the exclusion of the law of the jurisdiction in which [the corporation] is