CERTIFICATE OF DESIGNATION
SERIES A CUMULATIVE PARTICIPATING
VALENTINE ACQUISITION CORP.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Valentine Acquisition Corp., a Delaware corporation (the "Corporation"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the
Corporation (the "Board of Directors") by the provisions of the Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation"), there is hereby created, out of the authorized but unissued shares of the
capital stock of the Corporation, such series to be designated Series A Cumulative Participating Preferred Stock
(the "Series A Preferred Stock"), to consist of 4,981,128 shares, par value $.01 per share, which series shall
have the following powers, designations, preferences and relative, participating, optional or other rights, and the
following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and
relative, participating, optional or other rights, and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Series A Preferred Stock):
Section 1. Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall
have, for all purposes of this resolution, the meanings herein specified.
"Common Stock" shall mean all shares now or hereafter authorized of any class of Common Stock of the
Corporation and any other stock of the Corporation, howsoever designated, authorized after the Initial Issue
Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in
the distribution of the assets and earnings of the Corporation without limit as to per share amount.
"Current Market Price" of publicly traded shares o