In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series F Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company in an amount equal to one thousand eight hundred ($1,800) (the “Stated Value”) for each share of Series F Preferred Stock before the holders of the common stock, par value $0.0001 per share (the “Common Stock”), and the Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series F Preferred stock shall be ratably distributed among them at the nearest amount available to the Stated Value (the “Liquidation Preference”). The Liquidation Preference is payable after all indebtedness of the Company.

A sale of all or substantially all of the Company’s assets or an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company (“Change in Control”), shall not be deemed to be a Liquidation for purposes of this Designation.

Voting. The Holders of Series F Preferred Stock shall not have voting rights.

Voluntary Conversion of Series F Preferred Stock. The Holders of Series F Preferred Stock shall have conversion rights as follows:

Conversion Right. No sooner than six months from the date this designation is filed with the Nevada Secretary of state, the holders of the outstanding shares of Series F Preferred Stock may convert their holdings in Series F Preferred Stock pro rata into a total of 93% (ninety three percent) of the outstanding shares of Common Stock in the Company on a fully diluted basis, but shall be diluted with any new investments made to the Company.

Mechanics of Conversion. To effect the optional conversion of shares of Series F Preferred Stock in accordance with Section 5(a) of this Designation, any holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Company at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Company shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such holder at such holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series F Preferred Stock, if any, or, if none, of the Company. On or before the Optional Conversion Date, each holder of the Series F Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Company at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Company. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Company shall issue and deliver to such holder, or its nominee, at such holder’s address as it appears on the records of the stock transfer agent for the Series F Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of common stock issuable upon such conversion in accordance with the provisions hereof.

Mandatory Conversion of Series F Preferred Stock. The holders of Series F Preferred Stock shall convert their shares into common stock as follows:

Automatic Conversion. Subject to the provisions of this Section 6, in the event the Company shall uplist to a national exchange, the outstanding shares of Series F Preferred Stock shall automatically convert pro rata into a total of 93% (ninety three percent) of the outstanding shares of common stock in the Company on a fully diluted basis but shall be diluted with any new investments made to the Company.

Procedures for Conversion; Effect of Conversion. As of the occurrence of the uplisting in Section 6(a), all outstanding Shares of Series F Preferred Stock shall be converted into the number of shares of common stock calculated pursuant to Section 6(a) without any further action by the relevant holder of the Series F Preferred Stock. As promptly as practicable following such event (but in any event within five (5) days thereafter), the Company shall send each holder of shares of Series F Preferred Stock written notice of such event. Upon receipt of such notice, each holder shall surrender to the Company the certificate or certificates representing the shares being converted, duly assigned, or endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen, or missing, accompanied by an affidavit of loss executed by the holder. Upon the surrender of such certificate(s) and accompanying materials, the Company shall as promptly as practicable (but in any event within ten (10) days thereafter) deliver to the relevant holder a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of common stock (including any fractional share rounded up) to which such holder shall be entitled upon conversion of the applicable shares of Series F Preferred Stock. All shares of common stock issued hereunder by the Company shall be duly and validly issued, fully paid, and nonassessable, free and clear of all encumbrances with respect to the issuance thereof.

Provisions pertaining to both a Voluntary Conversion and a Mandatory Conversion. The following provisions shall apply to both Voluntary Conversion and Mandatory Conversion:

No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series F Preferred Stock. In lieu of any fractional share to which the Holder would be entitled based on the number of shares of Series F Preferred Stock held by such Holder, the Company shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series F Preferred Stock by the Company upon conversion of the Series F Preferred Stock.

Reservation of Stock. The Company shall, at six months from the date the Designation is filed with the State of Nevada, take all necessary states to reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series F Preferred Stock. If at six months from the date the Designation if filed with the State of Nevada the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series F Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.