CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS OF
SERIES D PIK CONVERTIBLE PREFERRED STOCK
OF
METROSPACES, INC.
Metrospaces, Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies that:
FIRST: The name of the Corporation is Metrospaces, Inc. The Corporation was originally incorporated under the name “Strata Capital Corporation” The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 10, 2007. Certificates of Amendment to the Certificate of Incorporation were filed on January 18, 2008, March 31, 2010, October 31, 2012, August 23, 2019, and December 15, 2021.
SECOND: The Corporation’s Certificate of Designations of Series D PIK Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on September 11, 2015.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law, adopted resolutions to amend Paragraph 2 (Rank) of the Certificate of Designations of Series D PIK Convertible Preferred Stock (the “Series D Stock”) to read in its entirety as follows:
“2. Rank. Series D Stock shall, with respect to payment of dividends, redemp- tion payments and rights upon liquidation, dissolution, or winding-up of the affairs of the Corporation, rank:
(a) Senior and prior to the common stock, par value $0.000001 per share, of the Corporation (the “Common Stock”), and the Series B PIK Convertible Preferred Stock (“Series B Stock”), and the Corporation’s Series E Convertible Preferred Stock (“Series E Stock”). The Common Stock, the Series B Stock, the Series E Stock, and any other classes or series of the Corporation’s capital stock that are junior to the Series D Stock with respect to the payment of dividends and with respect to redemption, payment, and rights upon liquidation, dissolution, or winding-up of the affairs of the Corporation are hereinafter referred to as “Junior Stock.”
(b) Pari Passu with the Corporation’s Series C PIK Convertible Preferred Stock (“Series C Stock”).
(c) Junior to any series of preferred stock that may have been or in the future may be issued by the Corporation, including, but without limitation, the Series F Convertible Preferred Stock and the Series Z Convertible Preferred Stock. Any shares of the Corporation’s capital stock that are senior to the Series D Stock with respect to the payment of dividends and with respect to redemption, payment, and rights upon liquidation, dissolution, or winding-up of the affairs of the Corporation are hereinafter referred to as “Senior Stock.”“
FOURTH: This Certificate of Amendment to the Certificate of Designations of Series D PIK Convertible Preferred Stock was duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
| METROSPACES, INC. | |
 Oscar Brito | |
| Chief Executive Officer |
