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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

8 Delaware the First State PAGE 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELA

dend 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 stock

MENT PURCHASER: CVAFH I LL ' By: Name: How rd W. Lutnick Title: President Address: Facsimile:

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