Unassociated Document


    CERTIFICATE
OF DESIGNATION OF RIGHTS, PREFERENCES

    AND
PRIVILEGES OF SERIES A PREFERRED STOCK

    OF
OPTIMUM INTERACTIVE (USA) LTD.

     

    The
undersigned, Robert M. Rubin does hereby certify:

     

    1. That he
is the duly elected and acting President, of Optimum Interactive (USA) Ltd., a
Delaware corporation (the "Corporation").

     

    2. That the
Board of Directors of the Corporation resolved on July 21, 2009, to authorize a
series of preferred stock which shall be governed by this Certificate of
Designation creating a series of one share of Preferred Stock designated as
Series A Preferred Stock which has the following designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions as follows:

     

    Section.
l.                       DESIGNATION
AND AMOUNT. The shares of such series shall be

     

    designated
as "SERIES A PREFERRED STOCK." The Series A Preferred Stock shall have a par
value of $.0001 per share, and the number of shares constituting such series
shall be eight million (8,000,000).

     

    Section
2.                       PROPORTIONAL
ADJUSTMENT. The Series A Preferred Stock shall not

     

    be
subject to adjustment in the event that the Corporation (i) subdivides the
outstanding Common Stock or, (ii) combines the outstanding Common Stock into a
smaller number of shares.

     

    Section
3.        DIVIDENDS AND
DISTRIBUTIONS.

     

    The
Series A Preferred Stock shall not entitle the holder to any dividends except as
may be declared by the Corporation’s Board of Directors in good faith and
subject to Delaware law.

     

    Section
4.                       VOTING
RIGHTS. The holder of the Series A Preferred Stock shall have the

     

    right to
vote on an as converted basis.

     

    Section
5.                       CONVERSION.
The Series A Preferred Stock shall be convertible into four

     

    shares of
Common Stock at the option of the holder of the Series A Preferred Stock if, and
only if the following conditions have been met: (i) the Series A Preferred Stock
has been held by the holder for at least eighteen (18) months; (ii) the
Corporation’s Common Stock is trading on the Pink Sheets or a higher exchange;
(iii) the Corporation’s parent company (the “Parent Company”) has a positive net
worth; (iv) the Parent Company has at least two million five hundred thousand
dollars ($2,500,000) in annual revenues; and (v) the Parent Company has an
operating EBITDA of break even or better.

     

    Section
6.                       REACQUIRED
SHARES. Any shares of Series A Preferred Stock purchased or

     

    otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein and in the Restated Certificate of Incorporation, as then
amended.

     

    Section
7.         LIQUIDATION,
DISSOLUTION OR. WINDING UP. Upon any liquidation, dissolution or winding up of
the Corporation, the holders of shares of Series A Preferred Stock shall have a
preference of $1.00 per share.

     

    Section
8.        CONSOLIDATION,
MERGER, ETC. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into
preferred stock of the surviving corporation with the same rights and
preferences as the Series A Preferred Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Section
9.                       AMENDMENT.
The Certificate of Incorporation of the Corporation shall not be
further amended in any manner which would materially alter or change the powers,
preference or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately as a
series.

     

    It was
further resolved that the Corporation's executive officers are authorized and
directed to take all such actions and to do all such things as the Corporation
or any executive officer of the Corporation shall deem necessary or convenient
to implement and render effective the Series A Preferred Stock, Accordingly, the
Chairman and Secretary are authorized to prepare and file this Certificate of
Designation of Rights, Preferences and Privileges in accordance with the
foregoing resolution and the provisions of Delaware law.

     

    We
further declare that the matters set forth in the foregoing Certificate of
Designation are true and correct of our own knowledge.

     

    Executed
at New York, New York on July 21, 2009.

     

     

    
      
        
          	 	 	 	 	 
	
                  /s/
      Robert M. Rubin

                	 	 	
                   

                	 
	
                        
                    Robert
      M. Rubin

                    President

                  

                	 	 	
                   

                	 
	
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