AMENDMENT TO CERTIFICATE OF DESIGNATION
OPTIONS MEDIA GROUP HOLDINGS, INC.
RESOLVED : That the designations, powers, preferences and rights of the Series D Preferred Stock
be, and they hereby are, amended and restated as set forth below:
B. Series D Preferred Stock .
1. Designation; Ranking . A series of preferred stock is hereby designated as Series D
Preferred Stock (the “Series D Preferred Stock”).
2. Number . The number of shares constituting Series D Preferred Stock is fixed at 3,000,000
shares, par value $.001 per share, and such amount may not be increased or decreased except with the written
consent of the holders of at least a majority of the issued and outstanding Series D Preferred Stock.
3. Liquidation . Upon the occurrence of any Liquidation Event, the funds and assets that may
be legally distributed to the Corporation’s stockholders (the “Available Funds and Assets”) shall be distributed to
the holders of Series D Preferred Stock in the following manner:
(a) Liquidation Preference . Upon any Liquidation Event, each holder of outstanding
shares of the Series D Preferred Stock shall be entitled to be paid out of the Available Funds and Assets after
any amount that shall be paid or distributed to the holders of the Series A Preferred Stock and Series B
Preferred Stock, but before any amount shall be paid or distributed to the holders of the Common Stock or the
holders of any other series or class of stock of the Corporation, an amount per share equal to $1.00, as
proportionately adjusted for stock splits, subdivisions, combinations and similar transactions effecting the Series
D Preferred Stock. If upon any Liquidation Event, the Available Funds and Assets to be distributed to the
holders of the Series D Preferred Stock shall be insufficient to permit the payment to such stockholders of their
full preferential amount described herein, then all of the Availa