Unassociated Document


     

    
    

     

    
      	      
              PA-001

            	      
              SERIES
      A CONVERTIBLE PREFERRED STOCK

               

            	      
              *________*

            


    

    
 

    
      
        	
                 

                VLOV,
      INC.

                 

              


      

       

      Incorporated
Under the Laws of the State of Nevada

      


      TOTAL
AUTHORIZED PREFERRED STOCK:  100,000,000 SHARES, PAR VALUE $0.00001
PER SHARE

      2,800,000
SHARES DESIGNATED AS SERIES A CONVERTIBLE PREFERRED STOCK

       

      NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.

      


      


      This
is to certify
that __________________________________________________________________________________________
is the owner of

       

      _______________________________________________________________________________________________________________________
FULLY
PAID AND NON-ASSESSABLE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
OF

      VLOV,
INC. (the "Corporation")

      


      transferable
on the books of the Corporation by the holder hereof, in person or by a duly
authorized attorney, upon surrender of this Certificate, properly
endorsed.  This certificate is not valid until signed by the
Corporation.

      


      


      Dated:    _______________,
2009

      
         

         

        
        

         

        
          	 	 	 
	
                  Qingquing
      Wu

                  
                    SECRETARY

                  

                	 	
                  Qingquing
      Wu

                  PRESIDENT

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      The
Corporation will furnish without charge to each shareholder who so requests the
powers, designations, preferences, and relative, participating, optional, or
other special rights of each class of shares thereof and the qualifications,
limitations, or restrictions of such preferences and/or rights.

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

       

      
        
          	
                  TEN
      COM – as tenants in common

                	 
      	
                  UNIF
      GIFT MIN ACT - _______________ Custodian
  ________________

                
	
                  TEN
      ENT – as tenants by the entireties

                	 
      	
                                                                  (Cust)                                    (Minor)

                
	
                  JT
      TEN – as joint tenants with right of survivorship and not as tenants
      in common

                	 
      	
                  under
      Uniform Gifts to Minors

                  Act
      _______________________

                      
      (State)

                


        

      

       

      Additional
abbreviations may also be used though not in the above list.

      


      For Value
Received, _______________________________________________________________ hereby
sells, assigns and transfers unto

      PLEASE
INSERT SOCIAL SECURITY OR

      OTHER
IDENTIFYING NUMBER OF ASSIGNEE

      
        	
                 
      

                 

              


      

      


      ________________________________________________________________________________________________________________________________________

      (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)

      


      Series A
Convertible Preferred Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________

      


      Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

      


      Dated:  ________________________                                    X______________________________________________________________

      NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.

      


      THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES
OR “BLUE SKY” LAWS.  THIS SECURITY MAY NOT BE SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED NOR WILL ANY ASSIGNEE, PLEDGEE, VENDEE, TRANSFEREE,
ENDORSEE THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED SUCH SECURITIES
FOR ANY PURPOSE UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT
TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED
UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (II) AN EXEMPTION
THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN
OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND
COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL.

      


      
        
          

        

      

      THE
SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE
OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.