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th the same force and effect as if they had been approved at a duly convened meeting of the stockholders of the Company: Loan Transaction WHEREAS, the Board of Directors deems it to be advisable and in the best interests of the Corporation and its stockholders and has authorized the Company to enter into a convertibl
e, Inc., a Delaware corporation, (the "Company"), and representing a majority of the outstanding (i) voting power of the Company and (ii) shares of Preferred Stock, including a majority of the shares of the Company's Series B Preferred Stock (collectively the "Stockholders"), do hereby consent. pursuant to Sec
funds use preferred stock as their investment vehicle. This preferred stock is convertible into common stock. Dividends: The payments designated by the Board of Directors to be distributed among the shares outstanding. The type of share determines the amount. On preferred shares, it is generally a fixed amount. With c
Non-cumulative—Missed dividend payments that do not accrue. Liquidation Preference/Multiple: The amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock or Common Stock. This is usually designated as a multipl
funds use preferred stock as their investment vehicle. This preferred stock is convertible into common stock. Dividends: The payments designated by the Board of Directors to be distributed among the shares outstanding. The type of share determines the amount. On preferred shares, it is generally a fixed amount. With c
Non-cumulative—Missed dividend payments that do not accrue. Liquidation Preference/Multiple: The amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock or Common Stock. This is usually designated as a multipl
on and on or before December 31, 2012." 3. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sectio
of Series 4 Preferred and 7,578,781 shares of Series 5 Preferred. The percentage approval required was (i) a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, (ii) a majority of the outstanding shares of Common Stock, and (iii) a majority of the
Entities connected to both the Board of Directors and Preferred Stock

Jeffrey Epstein
PERSONthe Common Stock
ORGANIZATION
Eric Holder
PERSONthe State of California
LOCATIONthe State of New York
LOCATIONSeries B Preferred Stock
ORGANIZATIONNattier
ORGANIZATIONRedeemable Preferred Stock
ORGANIZATIONPost-Money Valuation: The
ORGANIZATIONVC Experts Glossary
ORGANIZATIONThe "Company Intelligence Report
ORGANIZATIONthe Liquidation Preference
ORGANIZATIONConvertible Preferred Stock
ORGANIZATIONNon-Participating Preferred Stock
ORGANIZATIONConventional Convertible Preferred Stock
ORGANIZATION