Metrospaces Inc (MSPC)

[Ultimaratioregum]

Knowledge of Certain Possible Transactions. He is aware that MSPC is considering, but has not made any determination respecting the filing of (i) a certificate of amendment to its certificate of incorporation providing for (A) a reverse stock split (the “ Reverse Split ”) of MSPC’s existing common stock at a ratio between 1 new share of common stock for as few as 500, and as many as 5,000, shares of its existing common stock outstanding prior to the filing of said amendment and (B) the elimination of its Series A Preferred Stock, (ii) a certificate of designations establishing a series of its preferred stock, par value $0.000001 per share, designated “Series B Convertible PIK Preferred Stock” (the “ Series B Preferred Stock ”), shares of which would be issued in exchange for up to $1,500,000 of the indebtedness of MSPC and one of more of its Subsidiaries and (iii) a certificate of designations establishing a series of its preferred stock, par value $0.000001 per share, designated “Series C Convertible Preferred Stock” (the “ Series C Preferred Stock ”), shares of which would be issued in exchange for 2,000,000,000 shares of the MSPC’s presently existing shares of Common Stock held by its president or the 2,000,000 shares of Common Stock that he will own upon the consummation of the Reverse Split. As used herein, the term “ Common Stock ” shall mean the shares of MSPC’s common stock that it is at the time authorized to issue, unless the context in which such term is used requires otherwise.

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