DTCX · Datacentrex, Inc.

The restricted common stock was issued pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") and vests in three equal annual installments, with the first installment vesting on June 1, 2026 provided that the following conditions are met: (i) unless otherwise agreed to by the Issuer, a 10b5-1 plan shall have been accepted by a financial institution acceptable to the Reporting Person under which the Reporting Person shall undertake to sell the restricted common stock within two business days of the vesting date in an amount equal to a minimum of 35% of the number of shares then vesting and (ii) the Reporting Person shall not, without the prior written consent of the Issuer, make an election under the Plan to (A) have the Issuer withhold from delivery, any shares of common stock or other property or (B) deliver already owned unrestricted shares of common stock in lieu of cash payment of taxes by the Reporting Person.

The restricted common stock was issued pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") and vests in three equal annual installments, with the first installment vesting on June 1, 2026 provided that the following conditions are met: (i) unless otherwise agreed to by the Issuer, a 10b5-1 plan shall have been accepted by a financial institution acceptable to the Reporting Person under which the Reporting Person shall undertake to sell the restricted common stock within two business days of the vesting date in an amount equal to a minimum of 35% of the number of shares then vesting and (ii) the Reporting Person shall not, without the prior written consent of the Issuer, make an election under the Plan to (A) have the Issuer withhold from delivery, any shares of common stock or other property or (B) deliver already owned unrestricted shares of common stock in lieu of cash payment of taxes by the Reporting Person.

The restricted common stock was issued pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") and vests in three equal annual installments, with the first installment vesting on June 1, 2026 provided that the following conditions are met: (i) unless otherwise agreed to by the Issuer, a 10b5-1 plan shall have been accepted by a financial institution acceptable to the Reporting Person under which the Reporting Person shall undertake to sell the restricted common stock within two business days of the vesting date in an amount equal to a minimum of 35% of the number of shares then vesting and (ii) the Reporting Person shall not, without the prior written consent of the Issuer, make an election under the Plan to (A) have the Issuer withhold from delivery, any shares of common stock or other property or (B) deliver already owned unrestricted shares of common stock in lieu of cash payment of taxes by the Reporting Person.

The restricted common stock was issued pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") and vests in three equal annual installments, with the first installment vesting on June 1, 2026 provided that the following conditions are met: (i) unless otherwise agreed to by the Issuer, a 10b5-1 plan shall have been accepted by a financial institution acceptable to the Reporting Person under which the Reporting Person shall undertake to sell the restricted common stock within two business days of the vesting date in an amount equal to a minimum of 35% of the number of shares then vesting and (ii) the Reporting Person shall not, without the prior written consent of the Issuer, make an election under the Plan to (A) have the Issuer withhold from delivery, any shares of common stock or other property or (B) deliver already owned unrestricted shares of common stock in lieu of cash payment of taxes by the Reporting Person.

The Reporting Person is the sole owner and holds voting and dispositive control of 8 Consulting LLC.

Received in exchange for 1,750,000 shares of common stock of Dogehash Technologies, Inc. ("Dogehash") in connection with the Issuer's acquisition of Dogehash.

On November 14, 2025, the Reporting Person rescinded the grant to the Reporting Person of 50,000 shares of restricted stock issued to the Reporting Person on August 4, 2025 pursuant to the Issuer's 2025 Equity Incentive Plan.

On November 14, 2025, the Reporting Person rescinded the grant to the Reporting Person of 50,000 shares of restricted stock issued to the Reporting Person on August 4, 2025 pursuant to the Issuer's 2025 Equity Incentive Plan.

On November 14, 2025, the Reporting Person rescinded the grant to the Reporting Person of 50,000 shares of restricted stock issued to the Reporting Person on August 4, 2025 pursuant to the Issuer's 2025 Equity Incentive Plan.

On November 12, 2025, the Reporting Person rescinded the grant to the Reporting Person of 500,000 shares of restricted stock issued to the Reporting Person on August 4, 2025 pursuant to the Issuer's 2025 Equity Incentive Plan.

The restricted common stock was issued pursuant to the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc. ("Dogehash") pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025, by and among the Issuer, Dogehash, and TZUP Merger Sub., Inc., a Nevada corporation and direct, wholly-owned subsidiary of the Issuer.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock vest on January 1, 2026, and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and subject to execution of the Issuer's standard Restricted Stock Agreement.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares of restricted common stock are fully vested and subject to execution of the Issuer's standard Restricted Stock Agreement.

The reporting person entered into an Option Purchase Agreement dated January 9, 2024, where Hampton Growth Resources, LLC ("Hampton") acquired the option and right to purchase 1,400,000 shares of the Issuer's common stock. On July 28, 2025, the reporting person, the Issuer and Hampton entered into an Option Assignment Agreement and the sale of the option was consummated on August 1, 2025.

On July 31, 2025, Hampton provided an exercise notice to the reporting person which was consummated on August 1, 2025.

The reporting person sold the shares in a private transaction to certain accredited investors in exchange for $1,250,000.

The reporting person filed a Form 4 earlier on July 8, 2025 which inadvertently under reported his beneficial ownership by 2,780 shares. This amendment corrects the error.

The reporting person entered into an Option Purchase Agreement dated January 9, 2024, where Hampton Growth Resources, LLC ("Hampton") acquired the option and right to purchase 1,400,000 shares of the Issuer's common stock. On June 19, 2025, the reporting person, the Issuer and Hampton entered into an Option Assignment Agreement and the sale of the option was consummated on July 7, 2025.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the Series B shares shall be automatically converted into common stock should the closing price for common stock exceed 100% of the conversion price of the Series B for 10 consecutive trading days. The conversion price is currently $4.00/share of common stock.

On May 29, 2025, the automatic conversion provision of the Series B Preferred Certificate of Designation was triggered, resulting in 1,000 shares of Series B owned by Westside Strategic Partners, LLC ("Westside") converting into 12,500 shares of common stock.

Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the Series B shares shall be automatically converted into common stock should the closing price for common stock exceed 100% of the conversion price of the Series B for 10 consecutive trading days. The conversion price is currently $4.00/share of common stock.

On May 29, 2025, the automatic conversion provision of the Series B Preferred Certificate of Designation was triggered, resulting in 800 shares of Series B owned by the Reporting Person converting into 10,000 shares of common stock.

Series B Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the Series B shares shall be automatically converted into common stock should the closing price for common stock exceed 100% of the conversion price of the Series B for 10 consecutive trading days. The conversion price is currently $4.00/share of common stock.

On May 29, 2025, the automatic conversion provision of the Series B Preferred Certificate of Designation was triggered, resulting in 800 shares of Series B owned by the Reporting Person converting into 10,000 shares of common stock.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the Series B shares shall be automatically converted into common stock should the closing price for common stock exceed 100% of the conversion price of the Series B for 10 consecutive trading days. The conversion price is currently $4.00/share of common stock.

On May 29, 2025, the automatic conversion provision of the Series B Preferred Certificate of Designation was triggered, resulting in 1,000 shares of Series B owned by Westside Strategic Partners, LLC ("Westside") converting into 12,500 shares of common stock.

Series B Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of common stock at Company's election, in an amount equal to $1.25 per share. If the dividend is paid in shares of common stock, the number of common shares issuable shall be the quotient of the dividend payable divided by the VWAP. Each share of Series B Preferred initially converted at a ratio of 10:1 to shares of the Company's Common Stock on a cashless basis, at the option of the holder. The conversion price is currently $4.00/share of common stock.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of common stock at Company's election, in an amount equal to $1.25 per share. If the dividend is paid in shares of common stock, the number of common shares issuable shall be the quotient of the dividend payable divided by the VWAP. Each share of Series B Preferred initially converted at a ratio of 10:1 to shares of the Company's Common Stock on a cashless basis, at the option of the holder. The conversion price is currently $4.00/share of common stock.

Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

As stated in the Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation"), the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of common stock at Company's election, in an amount equal to $1.25 per share. If the dividend is paid in shares of common stock, the number of common shares issuable shall be the quotient of the dividend payable divided by the VWAP. Each share of Series B Preferred initially converted at a ratio of 10:1 to shares of the Company's Common Stock on a cashless basis, at the option of the holder. The conversion price is currently $4.00/share of common stock.

Mr. Haag is the Managing Member and sole owner of Westside Strategic Partners, LLC ("Westside"). Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.