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PACIFIC LAND AND COFFEE CORPORATION

 

CERTIFICATE OF DESIGNATIONS

 

 

John Hales certifies that he is the Chief Executive Officer of Pacific Land and Coffee Corporation, a Delaware corporation (hereinafter referred to as the "Corporation" or the "Company"); that, pursuant to the Certificate of Incorporation, as amended, and Section 151(g) of the Delaware General Corporation Law, the Board of Directors of the Corporation adopted the following resolutions on June 28, 2010; and that none of the Series B Convertible Preferred Stock referred to in this Certificate of Designation has been issued.

 

RESOLVED, that the Corporation issue up to 43,000 shares of Preferred Stock, on the terms set forth below:

 

1.

Creation of Series B Convertible Preferred Stock .  There is hereby created a series of preferred stock consisting of 43,000 shares and designated as the Series B Convertible Preferred Stock, having the voting powers, preferences, relative, participating, limitations, qualifications optional and other special rights and the qualifications, limitations and restrictions thereof that are set forth below.

 

2.

Dividend Provisions .  The holders of shares of Series B Convertible Preferred Stock shall be entitled to receive dividends as a class with the holders of Common Stock as if the Series B Convertible Preferred Stock were converted to Common Stock on the day immediately prior to the record date for such dividend. Each share of Series B Convertible Preferred Stock shall rank on a parity with each other share of Series B Convertible Preferred Stock with respect to dividends.

 

3.

Redemption Provisions .  The Series B Convertible Preferred Stock is not redeemable except with the written consent of the holders thereof.

 

4.

Liquidation Provisions .  In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Series B Convertible Preferred Stock shall be entitled to receive the same distribution as holders of Common Stock as if the Series B Convertible Preferred Stock were converted to Common Stock on the day immediately prior to the record date for such distribution.

 

5.

Conversion Provisions .  The holders of shares of Series B Convertible Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

 

(a)

Right to Convert .   (1)  Each share of Series B Convertible Preferred Stock (the "Preferred Shares") shall be convertible, at the option of its holder, at any time, into 2,000 shares of common stock of the Company (the "Common Stock") at the initial conversion rate (the "Conversion Rate") defined below.   

 

(2)  No fractional shares of Common Stock shall be issued upon conversion of the Preferred Shares, and in lieu thereof the number of shares of Common Stock issuable for each Preferred Share converted shall be rounded to the nearest whole number.  Such number of whole shares of Common Stock issuable upon the conversion of one Preferred Share shall be multiplied by the number of Preferred Shares submitted for conversion pursuant to the Notice of Conversion (defined below) to determine the total number of shares of Common Stock issuable in connection with any conversion.

 

(3)  


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