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FAMILY HOME HEALTH SERVICES INC.
 CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK
  Company
        TERMS OF PREFERRED STOCK
 Section 1 Definitions




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Closing Date th
 Commission
 Common Stock
 Common Stock Equivalents
 Conversion Date
 Conversion Ratio
 Conversion Shares
 Conversion Shares Registration Statement
 Conversion Value
 Company Valuation
 Effective Date
 Exchange Act
 Exempt Issuance




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and
 Fundamental Transaction
 Holder
 Junior Securities
 Original Issue Date
 Qualified Public Offering
 Person
 Purchase Agreement th




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Registration Rights Agreement
 Securities Act
 Series A Preferred Stock
 Subsidiary
 Trading Day
 Trading Market
 Transaction Documents
 VWAP
 Section 2 Designation, Amount and Par Value Series A
Preferred Stock or Preferred Stock Holder Holders
 Section 3 Dividends and Other Distributions




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Section 4 Voting Rights
 Section 5 Liquidation Liquidation Liquidation Value
 Section 6 Conversion
 Conversions at Option of Holder Conversion Ratio Annex A Notice of Conversion




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Conversion Date Conversion Value
 Automatic Conversion Upon Certain Events
 Public Offering
 Change of Control Automatic Conversion
Event Change in Control




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Beneficial Ownership Limitation Affiliate th




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Mechanics of Conversion
 Delivery of Certificate Upon Conversion Share Delivery Date
 Obligation Absolute; Partial Liquidated Damages




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Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
Conversion Buy-In
 Reservation of Shares Issuable Upon Conversion




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Fractional Shares
 Transfer Taxes
 Section 7 Certain Adjustments
 Stock Dividends and Stock Splits
 Subsequent Equity Sales MFN Transaction Variable Rate
Transaction




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MFN Transaction
 Subsequent Rights Offerings
 Price Adjustment
  Price Adjustment Based on Earnings Per Share st




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Pro Rata Distributions
 Calculations
 Notice to Holders
 Adjustment to Conversion Price




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Notices of Other Events provided
 Exempt Issuance
 Fundamental Transaction Fundamental
Transaction Alternate
Consideration




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Section 8 Miscellaneous
 Notices , Attn: Kevin Ruark, President and CEO
 Absolute Obligation




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Lost or Mutilated Preferred Stock Certificate
 Next Business Day
 Headings
 RESOLVED, FURTHER




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/s/ Kevin R. Ruark
    
    
    
    /s/ Vicki L. WeltyName: Kevin R. Ruark
    
    
    
    Name: Vicki L. WeltyTitle: President and Chief Executive Officer
    
    
    
    Title: Secretary




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ANNEX A
  
 Common
Stock Company
  Date to Effect Conversion:Number of shares of Common Stock owned prior to Conversion:Number of shares of Series A Preferred Stock to be Converted:Value of shares of Series A Preferred Stock to be Converted:Number of shares of Common Stock to be Issued:Certificate Number of Series A Preferred Stock attached hereto:Number of Shares of Series A Preferred Stock represented by attached certificate:Number of shares of Series A Preferred Stock subsequent to Conversion:
 [HOLDER]By:Name:Title: