Citadel EFT Inc (fka CDFT)

[Factorowitz]

Shares of Series E Preferred Stock may not be converted into shares of common stock for a period of: (a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or (b) twelve (12) months if the Company does not file such public reports.

Shares of Series F Preferred Stock may not be converted into shares of common stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

Shares of Series G Preferred Stock may not be converted into shares of common stock for a period of: (a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or 9b) twelve (12) months if the Company does not file such public reports.