Preferred Stock Certificate of Designation

SERIES A: (Control Block)
* 80% voting
* 80% dividend
* 80% liquidation
* no conversion ( has vote to convert later - in meantime no conversion solves some accounting issues. But make note: you may need majority vote of each series in order to vote for conversion or Preferred A later - let's discuss)


SERIES B: (Investor)
* Conversion to Common: 200,000 common for 1 B, not subject to reverse to splits, 9.9% conversion limit
* No voting rights, 100% vote in order to amend series
* Dividends as determined by BofD, but never more than 20%
* 5% liquidation rights


SERIES C: (Investor)
* Conversion to common: 200% of amount invested,  9.9% conversion limit
* Cap on conversion: 20,000 common shares, subject to reverses but only at 50% severity (protects if share price drops 50% after reverse)
* Dividends as determined by BofD, but never more than 20%
* No liquidation rights
* No voting rights


SERIES D: (Investor)
* Conversion to common: 500% of amount invested, 9.9% conversion limit
* Cap on conversion: 50,000 common shares, subject to reverses but only at 10% severity (protects if stock price falls 90% after reverse)
* Dividends as determined by BofD, but never more than 20%
* No liquidation rights
* No voting rights, 100% in order to amend class

SERIES E: (Investor)
* Conversion to common: 300% of amount invested, 9.9% conversion limit
* Cap on conversion: 30,000 common shares, fully subject to reverses
* Dividends as determined by BofD, but never more than 20%
* No liquidation rights
* No voting rights

SERIES F: (Management, Investor)
* Conversion to Common: 200,000 common for 1 B, not subject to reverse splits, no conversion limit
* No voting rights
* No liquidation rights
* Dividends as determined by BofD, but never more than 20%
* 5% liquidation rights

SERIES G:( Employees and Favored Consultants- Bonus Plan)
* Conversion to common: 10,000% of amount invested, 9.9% conversion limit
* Cap on conversion: 50,000 common shares, fully subject to reverses
* Dividends as determined by BofD, but never more than 20%
* Voting: none
* Liquidation: none

SERIES H- L ("Tough" Acquisition Shares - 5 series all the same)
* "Operating Company"
* Designation: 10 million shares authorized
* Issuance: May only be issued to the former shareholders of Operating company
* Price: As determined by Board
* Conversion: As determined and stipulated by TRON and Operating Company through merger agreement
* Dividend: As determined and stipulated by TRON and Operating Company through acquisition agreement
* Voting:
- on all matters related to "corporate structure or disposition" of the Operating Company: 80%--

“corporate structure or disposition” shall be considered to include matters involving whether the Operating Company will have any additional parents or any subsidiaries, the share structure of the Operating Company, whether and to whom the Operating Company will be spun off, split off, or its assets sold; but shall not be considered to include general operational or business matters, including direction or focus of business or marketing issues; and shall be further defined by the terms of the acquisition agreement

- on anything else, no voting rights
Liquidation:
- 100% liquidation rights for that Operating Company
- for liquidation of TRON as a whole, no liquidation rights