Exhibit 10.4





Exhibit 10.4




INTERNATIONAL CONSOLIDATED COMPANIES, INC.

SERIES B PREFERRED STOCK




Section I.



Designation and Amount.




There is hereby authorized to be issued out of the authorized and unissued shares of preferred
stock of the Corporation a class of preferred stock designated as the “Class B Preferred Stock”
(“Class B Preferred Stock”) and the number of shares constituting such class shall be 2,500.



Section II.



Voting Rights.




Holders of the Class B Preferred Stock shall have a number of votes equal to the number of shares
of Common Stock issuable upon conversion of the Class B Preferred Stock. The Class B Preferred
Stock will vote together with the Common Stock as a separate class, except as provided herein or as
otherwise required by law.



Section III.



Redemption and Liquidation Rights.




The Corporation shall have the right to and may, in its discretion, redeem the Class B Preferred
Stock at the price of $460.00 per share, plus any unpaid dividends. Unless redeemed earlier, all
outstanding Class B Preferred Stock shall be redeemed no later than December 31, 2013.



In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or
involuntary, after setting apart or paying in full the preferential amounts due to holders of
senior capital stock, if any, the holders of Class B Preferred Stock, if any, shall be entitled to
receive, prior and in preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of junior capital stock, including Common Stock, an amount equal to
$460.00 per share plus any unpaid dividends with respect to the Class B Preferred Stock. A
consolidation or merger of the Corporation or the sale, lease or transfer by the Corporation of all
or substantially all of its assets shall be deemed a liquidation, dissolution or winding up of the
Corporation for purposes of this Section.


 


 









 





Section IV.



Conversion Rights




Each share of Class B Preferred Stock shall be convertible into shares of registered Common Stock
determined by dividing the then effective conversion price, as adjusted, into the original issue
price of the Class B Preferred Stock, at the option of the holder, at any time and from time to
time. Holder shall effect conversions by providing the Corporation with a form of conversion
notice. The initial conversion rate shall be 1-to-1.



Section V.



Dividend




Dividends of $41.40 per annum per share of Class B Preferred Stock shall accrue and be paid in
equal monthly installments on the 1st day of each month, whether or not declared. The
dividends shall be cumulative if not paid.



Section VI.



Anti-Dilution Provisions




Shares of Class B Preferred Stock initially will be convertible into shares of Common Stock at a
ratio of 1-to-1. The conversion ratio will be adjusted proportionately for stock splits, stock
dividends and recapitalizations. The conversation ratio also will be adjusted for issuance of
Common Stock or Common Stock equivalents at a purchase price less than the then applicable
conversion price (the “Conversion Price”) or the fair market value of such shares, whichever is
greater. In such event such Conversion Price shall be reduced concurrently with such issuance to a
price equal to the consideration per share received by the Corporation upon such issuance of
additional shares of Common Stock or Common Stock equivalents.


 


 









 





Section VII.



Protective Provisions




The consent of holders of at least a majority of the Class B Preferred Stock shall be required for
any of the following: (i) the payment or the declaration of any dividend on the Common Stock or
the repurchase of any shares of Common Stock other than pursuant to repurchase agreements entered into at the time of the issuance of such shares to employees or
consultants; (ii) any action which would increase or decrease the authorized number of Class B
Preferred Stock of the Corporation or would alter or change or otherwise adversely affect the
preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the
Class B Preferred Stock; (iii) the issuance of Class B Preferred Stock or any capital stock having
rights greater than the Class B Preferred Stock, (iv) the authorization, issuance or obligation to
issue shares of any equity security, including securities exercisable into equity securities, or
reclassification of existing stock having parity with or any preference or priority superior to any
preference or priority of the Class B Preferred Stock; (v) the issuance or authorization of any
debt in excess of $1 million, (vi) action resulting in a change in the Corporation’s business or in
a material change to the Corporation’s business plan; or (vii) a merger or consolidation of the
Corporation with or into any other corporation or corporations, or the sale of all or substantially
all of the assets of the Corporation.



Section VIII.



Other Rights.




Except as otherwise stated herein, there are no other rights, privileges, or preferences attendant
or relating to in any way the Class B Preferred Stock, including by way of illustration but not
limitation, those concerning dividend, ranking, conversion, other redemption, participation, or
anti-dilution rights or preferences.



Section IX.



Definitions.




As used in herein, the following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa), unless the context
otherwise requires:



“Common Stock” means any and all shares of the Corporation’s $0.001 par value common stock.



“Corporation” means International Consolidated Companies, Inc., a Florida corporation, and
its successors.


 


 









 





“Class B Preferred Stock” has the meaning ascribed to it in Section I hereof.



“Holder” means a holder of a share or shares of Class B Preferred Stock as reflected in the
stock records of the Corporation.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Series B
Preferred Stock to be duly executed by its Chief Executive Officer and attested to by its Secretary
this 3rd day of January, 2009, who, by signing their names hereto, acknowledge that this
Certificate of Designation is the act of the Corporation and state to the best of their knowledge,
information and belief, under the penalties of perjury, that the above matters and facts are true
in all material respects.



INTERNATIONAL CONSOLIDATED COMPANIES, INC.




By:/S/ Antonio F. Uccello III

Antonio F. Uccello III,



President / Chief Executive Officer