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

"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

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

er rights presently outstanding to purchase any of the authorized but unissued capital stock of the Company, other than the conversion privileges of the Preferred Stock, rights created in connection with the transactions contemplated by the Financing Agreements, warrants to purchase 5,183,333 shares of Common Stock

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

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