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e dividend equal to 8% of the Purchase Price, payable whenever funds are legally available and when, as and if declared by the Board of Directors (the "Board"). The dividends shall not be cumulative. The Series B dividend payments shall be on a pan passu basis with the Company's Series A Preferred Stock

"Series A Preferred" and together with the Series B Preferred, the "Preferred Stock"). After payment of the preferential dividend to the holders of the Preferred Stock, any further dividends shall be paid pro rata to the holders of the Common Stock and Preferred Stock on an as-converted basis. The terms of the Se

CTOBER 20, 2019 Pursuant to Section 67b of lido 13 of the Virgin islands Code, the undersigned, being all of the members of the Board of Directors (the "Board, of Southern Country International, Ltd. a Virgin Islands corporation (the "C,0rporatirui do hereby consent and agree to the authorization and adop

mmon CONFIDENTIAL SDNY_GM_00013367 CONFIDENTIAL FirstBankPR000530 EFTA_00124010 EFTA01269214 Stock u.aforossid and authorizing 100,000 shares the Preferred Stock as aforesaid are under the current ciscumstanceafait and equitable to the sole stockholder of the Corporation, and the Board has acknowledged its o

tively. Such dividends shall be payable out of funds legally available therefor only when, as, and if declared by the Company's Board of Directors (the "Board") and shall be non-cumulative. (11) No dividends shall be paid with respect to the Series 3 Preferred, Series 2 Preferred, the Series I-A Preferre

of one cent ($0.001) per share. IV The relative rights, preferences, privileges, and restrictions granted to or imposed upon the Common Stock and the Preferred Stock and the holders thereof are as follows: 1215239 v2/SF EFTA00292094 SECTION 1. DIVIDENDS. (i) The holders of record of the Series 1-A Preferred

ding meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board of Directors (the "Board") shall be set at five (5) directors. 2.2 Board Composition. Each of the Stockholders shall vote all of their Stockholder Shares, and shall take a

ized to issue is 22,250,000 shares. The total number of shines of Preferred Stock that the Corporation is authorized to issue is 10.250,000 shares the Preferred Stock may be issued from time to time in one or more series The first series of Preferred Stock shall consist of 10,250.000 shares and shall be designate