The shares of such series shall be designated as the "Convertible Series A Preferred Stock" (“Series A Stock”). It shall have 5,000,000 shares authorized at $0.001 par value per share.
2 . DIVIDENDS.
The holders of Series A Stock shall not be entitled to receive dividends paid on the Common Stock.
3. LIQUIDATION PREFERENCE.
In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.001 per share [the "Liquidation Preference"]. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series A Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Series A Stock and parity capital stock, if any.
4. VOTING RIGHTS
The Holders of the Series A Stock shall be entitled to 500 (five hundred) votes of Common Stock per every 1 (one) share of Series A Stock.
5. CONVERSION RIGHTS.
The Series A Stock shall have no conversion rights.
6. REDEMPTION RIGHTS.
The shares of Preferred Stock shall have no redemption rights.
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