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5.
The total number of shares of capital stock which the Corporation shall have authority to issue is: one billion two hundred twenty
million (1,220,000,000). These shares shall be divided into two classes with one billion two hundred million (1,200,000,000) shares
designated as common stock at $.0001 par value (the "Common Stock") and twenty million (20,000,000) shares designated
as preferred stock at $.0001 par value (the "Preferred Stock").
The Preferred
Stock of the Corporation shall be issuable by authority of the Board of Director(s) of the Corporation in one or more classes or
one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers,
and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from
time to time. The authority of the Board of Directors with respect to each class or series shall include all designation rights
conferred by the DGCL upon directors, including, but not limited to, determination of the following:
(a)
The number of shares constituting of that class or series and the distinctive designation of that class or series;
(b)
The dividend rate on the share of that class or series, whether dividends shall be cumulative, and, if so, from which
date or dates, and the relative rights or priorities, if any, of payment of dividends on shares of that class or series;
(c)
Whether the shares of that class or series shall have conversion privileges, and, if so, the terms and conditions
of such privileges, including
provision for adjustment of conversion rate(s) in relation to such events
as the Board of
Directors shall determine;
(d)
Whether the shares of that class or series shall be redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which amount they shall be redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different redemption dates;
(e)
Whether there shall be a sinking fund for the redemption or purchase of shares of that class or series, and, if so,
the terms and amount of such sinking fund;
(f)
The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series; and
(g)
Any other relative rights, preferences and limitations of that class or series now or
hereafter permitted by law.
Holders
of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes,
including the election of directors. The Common Stock does not have cumulative voting rights.
No holder
of shares of stock of any class or series shall be entitled as a matter of right to subscribe for or purchase or receive any part
of any new or additional issue of shares of stock of any class or series, or of securities convertible into shares of stock of
any class or series, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way
of dividend,
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