Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate of designations pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

Preferred Stock. Seller acknowledges that the preferred stock is a restricted security as defined in the federal securities laws and that a legend will be affixed to the stock certificate to the effect that:

Preferred Stock Conversion. The Company shall take all actions necessary to cause each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be converted immediately prior to the Effective Time into a number of shares of Company Common Stock at the then-effective conversion rate (as calculated pursuant to the Company Certificate of Incorporation) in accordance with the Company Certificate of Incorporation (such conversions, the “Company Preferred Stock Conversion”). Following the Company Preferred Stock Conversion all of the shares of Company Preferred Stock shall be canceled or terminated, as applicable, shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each holder of Preferred Stock shall thereafter cease to have any rights with respect to such securities. The Preferred Stock Conversion may be made contingent upon the occurrence of the Closing.

Indebtedness of Holdings or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of Holdings; or

Issuance of the Preferred Stock. The preferred stock has been authorized by Purchaser's certificate of incorporation and the preferred stock, upon issuance, will be duly authorized, validly issued, fully paid and non-assessable

Preferred Shares. Immediately prior to the Closing and after giving effect to the Restructuring, # a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; # a total of 9,206,263 authorized series A-1 convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; # a total of 2,138,438 authorized series B convertible preferred shares of the Company, par value of US$0.001 per share (the “Series B Preferred Shares”), all of which shares are issued and outstanding; # a total of 7,583,332 authorized Series B-1 convertible preferred shares of the Company, par value of US$0.001per share (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; and # a total number of 13,787,829 authorized Series C Preferred Shares, par value of US$0.001 per share, none of which are issued and outstanding and all of which will be issued and outstanding upon Closing to the Investors in such number as set forth opposite such Investors’ names on [Schedule A] attached hereto. Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred Shares are referred to collectively herein as “Preferred Shares”.

Conversion of Series A Preferred Stock. All shares of Series A Preferred Stock shall be convertible to Common Stock as follows:

Forfeitability, Non-transferability of Preferred Stock. Shares of Preferred Stock and any underlying shares of Common Stock issuable upon the conversion of the Preferred Stock are forfeitable until the terms of the Preferred Stock grant have been satisfied. Shares of Preferred Stock and any underlying shares of Common Stock issuable upon the conversion of the Preferred Stock are not transferable until the date on which the Committee has specified such have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or otherwise of additional shares or property in respect of shares of Preferred Stock if the applicable Certificate of Designation provides for such distributions, shall be subject to the same restrictions as such shares of Preferred Stock.

Delivery of Certificates for Preferred Stock. If requested by YourSpace, or the Shareholders, as soon as practicable after the Closing Date, the Company shall deliver or cause to be delivered to such parties, certificates for their respective series of preferred stock, otherwise such shares shall be held in book entry format by the Company’s transfer agent, and such share issuances shall be documented in Company’s SEC filings, such as an 8-K.

Series C Preferred Stock Protective Provisions. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the Holders of more than fifty percent (50%) of the then outstanding shares of Series C Preferred Stock, voting or consenting (as the case may be) separately as a class, shall be required in order to effect any amendment, restatement, amendment and restatement, supplement or other change or modification to the Corporation’s Articles of Incorporation (the “Articles”), Bylaws or this Certificate, to the extent that such amendment, restatement, amendment and restatement, supplement or other modification or change, as applicable, would adversely affect any of the preferences, privileges, relative rights or other rights of the Series C Preferred Stock, and any such amendment, restatement, amendment and restatement, supplement or other change or modification purported to be effected without such vote or consent shall be null and void ab initio, and of no force or effect.