{"id":40899,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-designation-of-series-b-convertible-preferred2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-designation-of-series-b-convertible-preferred2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/certificate-of-designation-of-series-b-convertible-preferred2.html","title":{"rendered":"Certificate of Designation of Series B Convertible Preferred Stock"},"content":{"rendered":"<pre>\n                           CERTIFICATE OF DESIGNATION\n                                       OF\n                      SERIES B CONVERTIBLE PREFERRED STOCK\n                                       OF\n                                 eUNIVERSE, INC.\n\n\n                  (Pursuant to Sections 78.035, 78.195, 78.196\n                         of the Nevada Revised Statutes)\n\n\n         eUniverse, Inc., a Nevada corporation (the \"Company\"), hereby certifies\nthat the following resolution was adopted by the Board of Directors of the\nCompany:\n\n         RESOLVED, that pursuant to the authority expressly granted to and\nvested in the Board of Directors of the Company (the \"Board of Directors\") by\nthe provisions of the Articles of Incorporation of the Company (the \"Articles of\nIncorporation\"), there is hereby created, out of the 40,000,000 shares of\npreferred stock, par value $.10 per share, of the Company authorized in Article\nFourth of the Articles of Incorporation (the \"Preferred Stock\"), a series of the\nPreferred Stock consisting of 4,098,335 shares, which series shall have the\nfollowing powers, designations, preferences and relative, participating,\noptional or other rights, and the following qualifications, limitations and\nrestrictions (in addition to any powers, designations, preferences and relative,\nparticipating, optional or other rights, and any qualifications, limitations and\nrestrictions, set forth in the Articles of Incorporation which are applicable to\nthe Preferred Stock):\n\nSection 1. Designation of Amount.\n\n         The shares of Preferred Stock created hereby shall be designated the\n\"Series B Convertible Preferred Stock\" (the \"Series B Preferred Stock\") and the\nauthorized number of shares constituting such series shall be 4,098,335. The\nSeries B Preferred Stock shall rank senior to the Series A 6% Convertible\nPreferred Stock as to dividends, distributions or as to distributions of assets\nupon liquidation, dissolution, or winding up of the Company, whether voluntary\nor involuntary.\n\nSection 2. Dividends.\n\n          (a) The holders of the then outstanding shares of Series B Preferred\nStock will be entitled to receive, when, as and if declared by the Board of\nDirectors out of funds of the Company legally available therefor, non-cumulative\ncash dividends,\n\n                                       1\n\n\n\n\n\n\n\naccruing on a daily basis from the Original Issuance Date (as hereinafter\ndefined) through and including the date on which such dividends are paid at the\nannual rate of 8% (the \"Applicable Rate\") of the Liquidation Preference (as\nhereinafter defined) per share of the Series B Preferred Stock. The term\n\"Original Issuance Date\" means October 23, 2001. The cash dividends provided for\nin this Section 2(a) are hereinafter referred to as \"Base Dividends.\"\n\n         (b) In addition to Base Dividends, in the event any dividends are\ndeclared or paid or any other distribution is made on or with respect to the\ncommon stock, par value $.001 per share (\"Common Stock\"), the holders of the\nSeries B Preferred Stock as of the record date established by the Board of\nDirectors for such dividend or distribution on the Common Stock shall be\nentitled to receive as additional dividends (the \"Additional Dividends\") an\namount (whether in the form of cash, securities or other property) equal to the\namount (and in the form) of the dividends or distribution that such holder would\nhave received had the Series B Preferred Stock been converted into Common Stock\nas of the date immediately prior to the record date of such dividend or\ndistribution on the Common Stock, such Additional Dividends to be payable on the\nsame payment date as the payment date for the dividend on the Common Stock\nestablished by the Board of Directors (the \"Additional Dividend Payment Date\");\nprovided, however, that if the Company declares and pays a dividend or makes a\ndistribution on the Common Stock consisting in whole or in part of Common Stock,\nthen no such dividend or distribution shall be payable in respect of the Series\nB Preferred Stock on account of the portion of such dividend or distribution on\nthe Common Stock payable in Common Stock and in lieu thereof the anti-dilution\nadjustment in Section 5(e) below shall apply. The record date for any such\nAdditional Dividends shall be the record date for the applicable dividend or\ndistribution on the Common Stock, and any such Additional Dividends shall be\npayable to the individual, entity or group (a \"Person\") in whose name the Series\nB Preferred Stock is registered at the close of business on the applicable\nrecord date.\n\n         (c) No dividend shall be paid or declared on any share of Common Stock\n(other than dividends payable in Common Stock for which an adjustment is made\npursuant to Section 5(e)(iv) hereof), unless a dividend, payable in the same\nconsideration and manner, is simultaneously paid or declared, as the case may\nbe, on each share of Series B Preferred Stock in an amount determined as set\nforth in paragraph (b) above. For purposes hereof, the term \"dividends\" shall\ninclude any pro rata distribution by the Company, out of funds of the Company\nlegally available therefor, of cash, property, securities (including, but not\nlimited to, rights, warrants or options) or other property or assets to the\nholders of the Common Stock, whether or not paid out of capital, surplus or\nearnings.\n\n                                       2\n\n\n\n\n\n\n\n\n         (d) Prior to declaring any dividend or making any distribution on or\nwith respect to shares of Common Stock, the Company shall take all prior\ncorporate action necessary to authorize the issuance of any securities payable\nas a dividend in respect of the Series B Preferred Stock.\n\nSection 3. Liquidation Preference.\n\n         In the event of a liquidation, dissolution or winding up of the\nCompany, whether voluntary or involuntary (a \"Liquidation\"), the holders of the\nSeries B Preferred Stock then outstanding shall be entitled to receive out of\nthe available assets of the Company, whether such assets are stated capital or\nsurplus of any nature, an amount on such date equal to $2.60 per share of Series\nB Preferred Stock plus the amount of any accrued and unpaid Base Dividends as of\nsuch date, calculated pursuant to Section 2 and any declared but unpaid\nAdditional Dividends as of such date (collectively, the \"Liquidation\nPreference\"). Such payment shall be made before any payment shall be made or any\nassets distributed to the holders of any class or series of the Common Stock,\nthe holders of the Series A 6% Convertible Preferred Stock or any other class or\nseries of the Company's capital stock ranking junior as to liquidation rights to\nthe Series B Preferred Stock. After the Liquidation Preference has been paid in\nfull pursuant to this Section 3, the holders of the Series A 6% Convertible\nPreferred Stock shall be entitled to receive their liquidation preference as set\nforth in the First Amendment to the Certificate of Designation of the Series A\n6% Convertible Preferred Stock. Following payment, first, to the holders of the\nSeries B Preferred Stock of the full preferential amounts described in the first\nsentence of this Section 3 and, second, to the holders of the Series A 6%\nConvertible Preferred Stock of the full preferential amounts described in the\nFirst Amendment to the Certificate of Designation of the Series A 6% Convertible\nPreferred Stock, the remaining assets (if any) of the Company available for\ndistribution to stockholders of the Company shall be distributed, subject to the\nrights of the holders of shares of any other series of Preferred Stock ranking\nprior to the Common Stock as to distributions upon Liquidation, pro rata among\n(i) the holders of the then outstanding shares of Series B Preferred Stock (as\nif the Series B Preferred Stock had been converted into Common Stock as of the\ndate immediately prior to the date fixed for determination of stockholders\nentitled to receive such distribution) and (ii) the holders of the Common Stock\nand any other shares of capital stock of the Company ranking on a parity with\nthe Common Stock as to distributions upon Liquidation. If upon any Liquidation\nthe assets available for payment of the Liquidation Preference are insufficient\nto permit the payment to the holders of the Series B Preferred Stock of the full\npreferential amounts described in this paragraph, then all the remaining\navailable assets shall be distributed among the holders of the then outstanding\nSeries B Preferred Stock pro rata according to the\n\n                                       3\n\n\n\n\n\n\n\nnumber of then outstanding shares of Series B Preferred Stock held by each\nholder thereof. A Corporate Transaction (as hereinafter defined), shall at the\nelection of the holders of a majority of the Series B Preferred Stock\noutstanding at the time constitute a Liquidation for purposes of this Section 3,\nother than an Excluded Corporate Transaction.\n\nSection 4. Voting Rights.\n\n         (a) Except as otherwise provided by applicable law and in addition to\nany voting rights provided by law, the holders of outstanding shares of the\nSeries B Preferred Stock:\n\n                  (i) shall be entitled to vote together with the holders of the\n         Common Stock as a single class on all matters submitted for a vote of\n         holders of Common Stock;\n\n                  (ii) shall have such other voting rights as are specified in\n         the Articles of Incorporation or as otherwise provided by Nevada law;\n         and\n\n                  (iii) shall be entitled to receive notice of any stockholders'\n         meeting in accordance with the Articles of Incorporation and By-laws of\n         the Company.\n\n                  For purposes of the voting rights set forth in this Section\n4(a), each share of Series B Preferred Stock shall entitle the holder thereof to\ncast one vote for each whole vote that such holder would be entitled to cast had\nsuch holder converted its Series B Preferred Stock into shares of Common Stock\nas of the date immediately prior to the record date for determining the\nstockholders of the Company eligible to vote on any such matter.\n\n         (b) The holders of Series B Preferred Stock shall have the exclusive\nright, voting separately as a single class, to elect the following number of\nmembers of the Board of Directors: one (1) member in the event the Board of\nDirectors consists of one (1) to five (5) members; two (2) members in the event\nthe Board of Directors consists of six (6) to eight (8) members; and three (3)\nmembers in the event the Board of Directors consists of nine (9) to eleven (11)\nmembers (each such member elected by the Series B Preferred Stockholders, a\n\"Preferred Stock Director\"). Except as permitted by Section 4(c) below in no\nevent shall the total number of members of the Board of Directors exceed eleven\n(11). In any such election the holders of Series B Preferred Stock shall be\nentitled to cast one vote per share of Series B Preferred Stock held of record\non the record date for the determination of\n\n                                       4\n\n\n\n\n\n\n\nthe holders of Series B Preferred Stock entitled to vote on such election. The\ninitial Preferred Stock Director(s) shall be Thomas Gewecke, and he is elected\nto serve until his successors are duly elected; and thereafter the Preferred\nStock Directors shall be elected at the same time as other members of the Board\nof Directors. A Preferred Stock Director may only be removed by the written\nconsent or affirmative vote of at least a majority of the Series B Preferred\nStock. If for any reason a Preferred Stock Director shall resign or otherwise be\nremoved from the Board of Directors, then his or her replacement shall be a\nperson elected by the holders of the Series B Preferred Stock, in accordance\nwith the voting procedures set forth in this Section 4(b). The Preferred Stock\nDirectors shall be appointed by the Board of Directors to serve on each\ncommittee of the Board of Directors at least in the same proportions that the\nnumber of Preferred Stock Directors bears to the total number of directors then\ncomprising the entire Board of Directors.\n\n         (c) So long as any shares of Series B Preferred Stock remain\noutstanding, the Company shall not, without the written consent or affirmative\nvote of the holders of at least two-thirds of the outstanding shares of Series B\nPreferred Stock, (i) amend, alter, waive or repeal, whether by merger,\nconsolidation, combination, reclassification or otherwise, the Articles of\nIncorporation, including this Certificate of Designation, or By-laws of the\nCompany or any provisions thereof (including the adoption of a new provision\nthereof), (ii) create, authorize or issue any class, series or shares of\nPreferred Stock or any other class of capital stock ranking either as to payment\nof dividends, distributions or as to distributions of assets upon Liquidation\n(x) prior to the Series B Preferred Stock, or (y) on a parity with the Series B\nPreferred Stock or (iii) increase the size of the Board or Directors beyond\neleven (11) members. The vote of the holders of at least two-thirds of the\noutstanding shares of Series B Preferred Stock, voting separately as one class,\nshall be necessary to adopt any alteration, amendment or repeal of any provision\nof this Resolution, in addition to any other vote of stockholders required by\nlaw.\n\n         (d) So long as 550 Digital Media Ventures Inc. or any of its affiliates\nowns at least 1,442,308 shares of Series B Preferred Stock or Common Stock (as\nappropriately adjusted for any stock split, combination, reorganization,\nreclassification, stock dividend, stock distribution or similar event), the\nCompany shall not, without the written consent or affirmative vote of at least\ntwo-thirds of the Board of Directors (i) enter into an agreement to, or\nconsummate, a Corporate Transaction, (ii) enter into transactions which result\nin or require the Company to issue shares of its capital stock in excess of 5%\n(in any one transaction) or 12.5% (in the aggregate, in a series of transactions\ncommencing on or after the Original Issuance Date) of the Company's issued and\noutstanding shares of capital stock, (iii) enter into transactions which result\nin or require the Company to pay (whether in\n\n                                       5\n\n\n\n\n\n\n\ncash, stock or a combination thereof) in excess of 5% (in any one transaction)\nor 12.5% (in the aggregate, in a series of transactions commencing on or after\nthe Original Issuance Date) of the Company's then-current market capitalization,\n(iv) increase or decrease the number of authorized shares of capital stock, (v)\ndirectly or indirectly declare or pay any dividend or make any other\ndistribution in respect thereof, or directly or indirectly purchase, redeem,\nrepurchase or otherwise acquire any shares of capital stock of the Company or\nany subsidiary, whether in cash or property or in obligations of the Company or\nany subsidiary, other than repurchases pursuant to an employee's employment or\nincentive agreement and upon an employee's termination and at a price not to\nexceed such employee's cost, (vi) increase or decrease the size of the Company's\nBoard of Directors; provided that in no event shall the total number of members\nof the Board of Directors exceed (11).\n\nSection 5. Conversion Rights.\n\n         (a) General. Subject to and upon compliance with the provisions of this\nSection 5, the holders of the shares of Series B Preferred Stock shall be\nentitled, at their option, at any time to convert all or any such shares of\nSeries B Preferred Stock into a number of fully paid and non-assessable shares\n(calculated as to each conversion to the nearest 1\/100,000th of a share) of\nCommon Stock. The number of shares of Common Stock to which a holder of Series B\nPreferred Stock shall be entitled upon conversion shall be determined by\ndividing (x) the Liquidation Preference of such Series B Preferred Stock as of\nthe Conversion Date (as hereinafter defined) by (y) the Conversion Price in\neffect at the close of business on the Conversion Date (determined as provided\nin this Section 5).\n\n         (b) Automatic Conversion. Each share of Series B Preferred Stock shall\nautomatically convert, immediately upon the earlier of (1) the written consent\nof holders of more than 50% of issued and outstanding Series B Preferred Stock,\nand (2) the Company Election (each, an \"Automatic Conversion Date\") into fully\npaid and non-assessable shares of Common Stock. The number of shares of Common\nStock (calculated as to each conversion to the nearest 1\/100,000th of a share)\nto which a holder of Series B Preferred Stock shall be entitled upon such\nautomatic conversion shall be determined by dividing (x) the Liquidation\nPreference of such Series B Preferred Stock as of the Automatic Conversion Date\nby (y) the Conversion Price in effect at the close of business on the Business\nDay immediately preceding such closing date. Such conversion shall occur\nautomatically and without any further action by the holders of such shares and\nwhether or not the certificates representing such shares are surrendered to the\nCompany or its transfer agent. Upon the occurrence of such automatic conversion\nof the Series B Preferred Stock, the holders of Series B Preferred Stock shall\nsurrender the certificates representing such\n\n                                       6\n\n\n\n\n\n\n\nshares at the office of the Company or any transfer agent for the Series B\nPreferred Stock. Thereupon, there shall be issued and delivered to such holder\npromptly at such office and in its name as shown on such surrendered certificate\nor certificates, a certificate or certificates for the number of shares of\nCommon Stock into which the shares of Series B Preferred Stock surrendered were\nconvertible on the date on which such automatic conversion occurred.\n\n         (c) Conversion Price. The conversion price (the \"Conversion Price\")\nshall initially be $2.60, subject to adjustment from time to time in accordance\nwith Section 5(e).\n\n         (d) Fractions of Shares. Unless the holder of shares of Series B\nPreferred Stock being converted specifies otherwise, the Company shall issue\nfractional shares of Common Stock (carried out to seven decimal places) upon\nconversion of shares of Series B Preferred Stock. If more than one share of\nSeries B Preferred Stock shall be surrendered for conversion at one time by the\nsame holder, the number of full shares of Common Stock to be issued shall be\ncomputed on the basis of the aggregate number of shares of Series B Preferred\nStock so surrendered. Instead of any fractional shares of Common Stock which\nwould otherwise be issuable upon conversion of any shares of Series B Preferred\nStock, the Company shall pay a cash adjustment in respect of such fractional\nshare in an amount equal to the product of such fraction multiplied by the Fair\nMarket Value (as hereinafter defined) of one share of Common Stock on the\nConversion Date.\n\n         (e) Adjustments to Conversion Price. The Conversion Price shall be\nsubject to adjustment from time to time as follows:\n\n                  (i) Upon Issuance of Common Stock. If the Company shall, at\n         any time or from time to time after the Original Issuance Date, issue\n         any shares of Common Stock (other than an issuance of Common Stock as a\n         dividend or in a split of or subdivision in respect of which the\n         adjustment provided for in Section 5(e)(iv) applies), options to\n         purchase or rights to subscribe for Common Stock, securities by their\n         terms convertible into or exchangeable for Common Stock, or options to\n         purchase or rights to subscribe for such convertible or exchangeable\n         securities (other than Excluded Stock (as defined below)) without\n         consideration or for consideration per share less than the Conversion\n         Price in effect immediately prior to such issuance, then such\n         Conversion Price shall forthwith be lowered to a price equal to the\n         price obtained by multiplying:\n\n                                       7\n\n\n\n\n\n\n\n\n                           (A)      the Conversion Price in effect immediately\n                                    prior to the issuance of such Common Stock,\n                                    options, rights or securities by\n\n                           (B)      a fraction of which (x) the denominator\n                                    shall be the number of shares of Common\n                                    Stock outstanding on a fully-diluted basis\n                                    immediately after such issuance and (y) the\n                                    numerator shall be the sum of (i) the number\n                                    of shares of Common Stock outstanding on a\n                                    fully-diluted basis immediately prior to\n                                    such issuance and (ii) the number of\n                                    additional shares of Common Stock which the\n                                    aggregate consideration for the number of\n                                    shares of Common Stock so offered would\n                                    purchase at the Conversion Price.\n\n                  For purposes of this Section 5(e), \"fully diluted basis\" shall\nbe determined in accordance with the treasury stock method of computing fully\ndiluted earnings per share in accordance with GAAP.\n\n                  (ii) Upon Acquisition of Common Stock. If the Company or any\n         subsidiary shall, at any time or from time to time after the Original\n         Issuance Date, directly or indirectly, redeem, purchase or otherwise\n         acquire any shares of Common Stock, options to purchase or rights to\n         subscribe for Common Stock, securities by their terms convertible into\n         or exchangeable for Common Stock (other than shares of Series B\n         Preferred Stock that are redeemed according to their terms), or options\n         to purchase or rights to subscribe for such convertible or exchangeable\n         securities, for a consideration per share greater than the Fair Market\n         Value (plus, in the case of such options, rights, or securities, the\n         additional consideration required to be paid to the Company upon\n         exercise, conversion or exchange) per share of Common Stock immediately\n         prior to such event, then the Conversion Price shall forthwith be\n         lowered to a price equal to the price obtained by multiplying:\n\n                           (A)      the Conversion Price in effect immediately\n                                    prior to such event by\n\n                           (B)      a fraction of which (x) the denominator\n                                    shall be the Fair Market Value per share of\n                                    Common\n\n                                       8\n\n\n\n\n\n\n\n\n                                    Stock immediately prior to such event and\n                                    (y) the numerator shall be the result of\n                                    dividing:\n\n                                    a) (1) the product of (A) the number of\n                           shares of Common Stock outstanding on a fully-diluted\n                           basis and (B) the Fair Market Value per share of\n                           Common Stock, in each case immediately prior to such\n                           event, minus (2) the aggregate consideration paid by\n                           the Company in such event (plus, in the case of such\n                           options, rights, or convertible or exchangeable\n                           securities, the aggregate additional consideration to\n                           be paid by the Company upon exercise, conversion or\n                           exchange), by\n\n                                    b) the number of shares of Common Stock\n                           outstanding on a fully-diluted basis immediately\n                           after such event.\n\n                  (iii) For the purposes of any adjustment of a Conversion Price\n         pursuant to paragraphs (1) of this Section 5(e), the following\n         provisions shall be applicable:\n\n                           (1) In the case of the issuance of Common Stock for\n                  cash in a public offering or private placement, the\n                  consideration shall be deemed to be the amount of cash paid\n                  therefor before deducting therefrom any discounts, commissions\n                  or placement fees payable by the Company to any underwriter or\n                  placement agent in connection with the issuance and sale\n                  thereof.\n\n                           (2) In the case of the issuance of Common Stock for a\n                  consideration in whole or in part other than cash, the\n                  consideration other than cash shall be deemed to be the Fair\n                  Market Value thereof.\n\n                           (3) In the case of the issuance of options to\n                  purchase or rights to subscribe for Common Stock, securities\n                  by their terms convertible into or exchangeable for Common\n                  Stock, or options to purchase or rights to subscribe for such\n                  convertible or exchangeable securities (except for options to\n                  acquire Excluded Stock):\n\n                                    (A)      the aggregate maximum number of\n                                             shares of Common Stock deliverable\n                                             upon exercise of\n\n                                       9\n\n\n\n\n\n\n\n                                             such options to purchase or rights\n                                             to subscribe for Common Stock shall\n                                             be deemed to have been issued at\n                                             the time such options or rights\n                                             were issued and for a consideration\n                                             equal to the consideration\n                                             (determined in the manner provided\n                                             in subparagraphs (i) and (ii)\n                                             above), if any, received by the\n                                             Company upon the issuance of such\n                                             options or rights plus the minimum\n                                             purchase price provided in such\n                                             options or rights for the Common\n                                             Stock covered thereby;\n\n                                    (B)      the aggregate maximum number of\n                                             shares of Common Stock deliverable\n                                             upon conversion of or in exchange\n                                             for any such convertible or\n                                             exchangeable securities or upon the\n                                             exercise of options to purchase or\n                                             rights to subscribe for such\n                                             convertible or exchangeable\n                                             securities and subsequent\n                                             conversion or exchange thereof\n                                             shall be deemed to have been issued\n                                             at the time such securities,\n                                             options, or rights were issued and\n                                             for a consideration equal to the\n                                             consideration received by the\n                                             Company for any such securities and\n                                             related options or rights\n                                             (excluding any cash received on\n                                             account of accrued interest or\n                                             accrued dividends), plus the\n                                             additional consideration, if any,\n                                             to be received by the Company upon\n                                             the conversion or exchange of such\n                                             securities or the exercise of any\n                                             related options or rights (the\n                                             consideration in each case to be\n                                             determined in the manner provided\n                                             in paragraphs (i) and (ii) above);\n\n                                    (C)      on any change in the number of\n                                             shares or exercise price of Common\n                                             Stock deliverable upon exercise of\n                                             any such options or rights or\n                                             conversions of or exchanges for\n                                             such securities, other than a\n                                             change resulting from the\n                                             anti-dilution provisions thereof,\n                                             the applicable Conversion Price\n                                             shall forthwith be readjusted to\n                                             such Conversion Price as would have\n                                             been\n\n                                       10\n\n\n\n\n\n\n\n                                             obtained had the adjustment made\n                                             upon the issuance of such options,\n                                             rights or securities not converted\n                                             prior to such change or options or\n                                             rights related to such securities\n                                             not converted prior to such change\n                                             been made upon the basis of such\n                                             change; and\n\n                                    (D)      no further adjustment of the\n                                             Conversion Price adjusted upon the\n                                             issuance of any such options,\n                                             rights, convertible securities or\n                                             exchangeable securities shall be\n                                             made as a result of the actual\n                                             issuance of Common Stock on the\n                                             exercise of any such rights or\n                                             options or any conversion or\n                                             exchange of any such securities.\n\n                  (iv) Upon Stock Dividends, Subdivisions or Splits. If, at any\n         time after the Original Issuance Date, the number of shares of Common\n         Stock outstanding is increased by a stock dividend payable in shares of\n         Common Stock or by a subdivision or split-up of shares of Common Stock,\n         then, following the record date for the determination of holders of\n         Common Stock entitled to receive such stock dividend, or to be affected\n         by such subdivision or split-up, the Conversion Price shall be\n         appropriately decreased so that the number of shares of Common Stock\n         issuable on conversion of Series B Preferred Stock shall be increased\n         in proportion to such increase in outstanding shares.\n\n                  (v) Upon Combinations. If, at any time after the Original\n         Issuance Date, the number of shares of Common Stock outstanding is\n         decreased by a combination of the outstanding shares of Common Stock\n         into a smaller number of shares of Common Stock, then, following the\n         record date to determine shares affected by such combination, the\n         Conversion Price shall be appropriately increased so that the number of\n         shares of Common Stock issuable on conversion of each share of Series B\n         Preferred Stock shall be decreased in proportion to such decrease in\n         outstanding shares.\n\n                  (vi) Upon Reclassifications, Reorganizations, Consolidations\n         or Mergers. In the event of any capital reorganization of the Company,\n         any reclassification of the stock of the Company (other than a change\n         in par value or from par value to no par value or from no par value to\n         par value or as a result of a stock dividend or subdivision, split-up\n         or combination\n\n                                       11\n\n\n\n\n\n\n\n         of shares), or any consolidation or merger of the Company with or into\n         another corporation (where the Company is not the surviving corporation\n         or where there is a change in or distribution with respect to the\n         Common Stock), each share of Series B Preferred Stock shall after such\n         reorganization, reclassification, consolidation, or merger be\n         convertible into the kind and number of shares of stock or other\n         securities or property of the Company or of the successor corporation\n         resulting from such consolidation or surviving such merger, if any, to\n         which the holder of the number of shares of Common Stock deliverable\n         (immediately prior to the time of such reorganization,\n         reclassification, consolidation or merger) upon conversion of such\n         Series B Preferred Stock would have been entitled upon such\n         reorganization, reclassification, consolidation or merger. The\n         provisions of this clause shall similarly apply to successive\n         reorganizations, reclassifications, consolidations, or mergers. The\n         Company shall not effect any such reorganization, reclassification,\n         consolidation or merger unless, prior to the consummation thereof, the\n         successor corporation (if other than the Company) resulting from such\n         reorganization, reclassification, consolidation, shall assume, by\n         written instrument, the obligation to deliver to the holders of the\n         Series B Preferred Stock such shares of stock, securities or assets,\n         which, in accordance with the foregoing provisions, such holders shall\n         be entitled to receive upon such conversion.\n\n                  (vii) Deferral in Certain Circumstances. In any case in which\n         the provisions of this Section 5(e) shall require that an adjustment\n         shall become effective immediately after a record date of an event, the\n         Company may defer until the occurrence of such event:\n\n                           (1) issuing to the holder of any Series B Preferred\n                  Stock converted after such record date and before the\n                  occurrence of such event the shares of capital stock issuable\n                  upon such conversion by reason of the adjustment required by\n                  such event and issuing to such holder only the shares of\n                  capital stock issuable upon such conversion before giving\n                  effect to such adjustments, and\n\n                           (2) paying to such holder any amount in cash in lieu\n                  of fractional share of capital stock pursuant to Section 5(d)\n                  above;\n\n         provided, however, that the Company shall deliver to such holder an\n         appropriate instrument or due bills evidencing such holder's right to\n         receive such additional shares and such cash.\n\n                                       12\n\n\n\n\n\n\n\n                  (viii) Other Anti-Dilution Provisions. If the Company has\n         issued or issues any securities on or after the Original Issuance Date\n         containing provisions protecting the holder or holders thereof against\n         dilution in any manner more favorable to such holder or holders thereof\n         than those set forth in this Section 5, such provisions (or any more\n         favorable portion thereof) shall be deemed to be incorporated herein as\n         if fully set forth herein and, to the extent inconsistent with any\n         provision herein, shall be deemed to be substituted therefor.\n\n                  (ix) Appraisal Procedure. In any case in which the provisions\n         of this Section 5(e) shall necessitate that the Appraisal Procedure be\n         utilized for purposes of determining an adjustment to the Conversion\n         Price, the Company may defer until the completion of the Appraisal\n         Procedure and the determination of the adjustment:\n\n                           (1) issuing to the holder of any share of Series B\n                  Preferred Stock converted after the date of the event that\n                  requires the adjustment and before completion of the Appraisal\n                  Procedure and the determination of the adjustment, the shares\n                  of capital stock issuable upon such conversion by reason of\n                  the adjustment required by such event and issuing to such\n                  holder only the shares of capital stock issuable upon such\n                  conversion before giving effect to such adjustment and\n\n                           (2) paying to such holder any amount in cash in lieu\n                  of a fractional share of capital stock pursuant to Section\n                  5(d) above\n\n         ; provided, however, that the Company shall deliver to such holder an\n         appropriate instrument or due bills evidencing such holder's right to\n         receive such additional shares and such cash.\n\n                  (x) Exceptions. Section 5(e) shall not apply to (i) any\n         issuance of Common Stock upon any grant or exercise of any warrants or\n         options awarded to employees or directors of the Company pursuant to an\n         employee stock option plan or stock incentive plan approved by the\n         Board of Directors, (ii) any issuance of Common Stock upon conversion\n         of the Preferred Stock, (iii) upon approval by the Preferred\n         Stockholder, (x) any issuance of Common Stock or any grant of any\n         warrants or options to purchase Common Stock as payment for services or\n\n                                       13\n\n\n\n\n\n\n\n\n         compensation or (y) in connection with an asset or stock acquisition\n         (collectively, the \"Excluded Stock\").\n\n         (f) Exercise of Conversion Privilege.\n\n                  (i) Except in the case of an automatic conversion pursuant to\n         Section 5(b), in order to convert shares of Series B Preferred Stock, a\n         holder must (A) surrender the certificate or certificates evidencing\n         such holder's shares of Series B Preferred Stock to be converted, duly\n         endorsed in a form satisfactory to the Company, at the office of the\n         Company and (B) notify the Company at such office that such holder\n         elects to convert Series B Preferred Stock and the number of shares\n         such holder wishes to convert. Such notice referred to in clause (B)\n         above shall be delivered substantially in the following form:\n\n\n                      \"NOTICE TO EXERCISE CONVERSION RIGHT\n\n         The undersigned, being a holder of the Series B Convertible Preferred\nStock of eUniverse, Inc. (the \"Convertible Preferred Stock\"), irrevocably\nexercises the right to convert ____________ outstanding shares of Convertible\nPreferred Stock on ___________, ____, into shares of Common Stock of eUniverse,\nInc. In accordance with the terms of the shares of Convertible Preferred Stock,\nand directs that the shares issuable and deliverable upon the conversion be\nissued and delivered in the denominations indicated below to the registered\nholder hereof unless a different name has been indicated below.\n\nDated:   [At least one Business Day prior to the date fixed for conversion]\n\nFill in for registration of\nshares of Common Stock\nif to be issued other than\nto the registered holder:\n\n\nName\n\n\nAddress\n\n\n                                       14\n\n\n\n\n\n\n\nPlease print name and                                (Signature)\naddress, including postal\ncode number\n\n\nDenominations:  _________\"\n\n                  (ii) Series B Preferred Stock shall be deemed to have been\n         converted immediately prior to the close of business on the day (the\n         \"Conversion Date\") of surrender of such shares of Series B Preferred\n         Stock for conversion in accordance with the foregoing provisions (or,\n         in the case of an automatic conversion pursuant to Section 5(b), the\n         Automatic Conversion Date, and at such time the rights of the holders\n         of such shares of Series B Preferred Stock as holder shall cease, and\n         the Person or Persons entitled to receive the Common Stock issuable\n         upon conversion shall be treated for all purposes as the record holder\n         or holders of such Common Stock as and after such time. As promptly as\n         practicable on or after the Conversion Date, the Company shall issue\n         and shall deliver at any office or agency of the Company maintained for\n         the surrender of Series B Preferred Stock a certificate or certificates\n         for the number of full shares of Common Stock issuable upon conversion,\n         together with payment in lieu of any fraction of a share, as provided\n         in Section 5(d).\n\n                  (iii) In the case of any certificate evidencing shares of\n         Series B Preferred Stock which is converted in part only, upon such\n         conversion the Company shall execute and deliver a new certificate\n         representing an aggregate number of shares of Series B Preferred Stock\n         equal to the unconverted portion of such certificate.\n\n         (g) Notice of Adjustment of Conversion Price. Whenever the Conversion\nPrice is adjusted as herein provided: (i) the Company shall compute the adjusted\nConversion Price in accordance with Section 5(e) and shall prepare a certificate\nsigned by the Treasurer or Chief Financial Officer of the Company setting forth\nthe adjusted Conversion Price and showing in reasonable detail the facts upon\nwhich such adjustment is based, and such certificate shall forthwith be filed at\neach office or agency maintained for such purpose or conversion of shares of\nSeries B Preferred Stock; and (ii) a notice stating that the Conversion Price\nhas been adjusted and setting forth the adjusted Conversion Price shall\nforthwith be prepared by the Company, and as soon as practicable after it is\nprepared, such notice shall be mailed\n\n                                       15\n\n\n\n\n\n\n\nby the Company at its expense to all holders at their last addresses as they\nshall appear in the stock register.\n\n         (h) Notice of Certain Corporate Action. In case: (i) the Company shall\ntake an action or an event shall occur, that would require a Conversion Price\nadjustment pursuant to Section 5(e); or (ii) the Company shall grant to the\nholders of its Common Stock rights or warrants to subscribe for or purchase any\nshares of capital stock of any class; or (iii) of any reclassification of the\nCommon Stock (other than a subdivision or combination of the outstanding shares\nof Common Stock), or of any consolidation, merger or share exchange to which the\nCompany is a party and for which approval of any stockholders of the Company is\nrequired, or of the sale or transfer of all or substantially all of the assets\nof the Company; or (iv) of the voluntary or involuntary dissolution, liquidation\nor winding up of the Company; or (v) the Company or any subsidiary shall\ncommence a tender offer for all or a portion of the outstanding shares of Common\nStock (or shall amend any such tender offer to change the maximum number of\nshares being sought or the amount or type of consideration being offered\ntherefor); then the Company shall cause to be filed at each office or agency\nmaintained for such purpose, and shall cause to be mailed to all holders at\ntheir last addresses as they shall appear in the stock register, at least 30\ndays prior to the applicable record, effective or expiration date hereinafter\nspecified, a notice stating (x) the date on which a record is to be taken for\nthe purpose of such dividend, distribution or granting of rights or warrants,\nor, if a record is not to be taken, the date as of which the holders of Common\nStock of record who will be entitled to such dividend, distribution, rights or\nwarrants are to be determined, (y) the date on which such reclassification,\nconsolidation, merger, share exchange, sale, transfer, dissolution, liquidation\nor winding up is expected to become effective, and the date as of which it is\nexpected that holders of Common Stock of record shall be entitled to exchange\ntheir shares of Common Stock for securities, cash or other property deliverable\nupon such reclassification, consolidation, merger, share exchange, sale,\ntransfer, dissolution, liquidation or winding up, or (z) the date on which such\ntender offer commenced, the date on which such tender offer is scheduled to\nexpire unless extended, the consideration offered and the other material terms\nthereof (or the material terms of the amendment thereto). Such notice shall also\nset forth such facts with respect thereto as shall be reasonably necessary to\nindicate the effect of such action on the Conversion Price and the number, kind\nor class of shares or other securities or property which shall be deliverable or\npurchasable upon the occurrence of such action or deliverable upon conversion of\nthe Series B Preferred Stock. Neither the failure to give any such notice nor\nany defect therein shall affect the legality or validity of any action described\nin clauses (i) through (v) of this Section 5(h).\n\n                                       16\n\n\n\n\n\n\n\n\n         (i) Company to Reserve Common Stock. The Company shall at all times\nreserve and keep available, free from preemptive rights, out of the authorized\nbut unissued Common Stock or out of the Common Stock held in treasury, for the\npurpose of effecting the conversion of Series B Preferred Stock, the full number\nof shares of Common Stock then issuable upon the conversion of all outstanding\nshares of Series B Preferred Stock.\n\n         Before taking any action that would cause an adjustment reducing the\nConversion Price below the then par value (if any) of the shares of Common Stock\ndeliverable upon conversion of the Series B Preferred Stock or that would cause\nthe number of shares of Common Stock deliverable upon conversion of the Series B\nPreferred Stock to exceed (when taken together with all other outstanding shares\nof Common Stock) the number of shares of Common Stock that the Company is\nauthorized to issue, the Company will take any corporate action that, in the\nopinion of its counsel, is necessary in order that the Company may validly and\nlegally issue the full number of fully paid and non-assessable shares of Common\nStock issuable upon conversion at such adjusted conversion price.\n\n         (j) Taxes on Conversions. The Company will pay any and all original\nissuance, transfer, stamp and other similar taxes that may be payable in respect\nof the issue or delivery of shares of Common Stock on conversion of Series B\nPreferred Stock pursuant hereto. The Company shall not, however, be required to\npay any tax which may be payable in respect of any transfer involved in the\nissue and delivery of shares of Common Stock in a name other than that of the\nholder of the share(s) of Series B Preferred Stock to be converted, and no such\nissue or delivery shall be made unless and until the Person requesting such\nissue has paid to the Company the amount of any such tax, or has established to\nthe reasonable satisfaction of the Company that such tax has been or will be\npaid.\n\n         (k) Cancellation of Converted Series B Preferred Stock. All Series B\nPreferred Stock delivered for conversion shall be delivered to the Company to be\ncanceled.\n\n         (l) Certain Definitions. The following terms shall have the following\nrespective meanings herein:\n\n                  \"Appraisal Procedure\" if applicable, means the following\n         procedure to determine the fair market value, as to any security, for\n         purposes of the definition of \"Fair Market Value\" or the fair market\n         value, as to any other property (in either case, the \"Valuation\n         Amount\"). The Valuation Amount shall be determined in good faith\n         jointly by the Board of Directors and the\n\n                                       17\n\n\n\n\n\n\n\n\n         holders of more than 50% of the issued and outstanding shares of Series\n         B Preferred Stock (the \"Majority Holder\"); provided, however, that if\n         such parties are not able to agree on the Valuation Amount within a\n         reasonable period of time (not to exceed twenty (20) days), the\n         Valuation Amount shall be determined by an investment banking firm of\n         national recognition, which firm shall be reasonably acceptable to the\n         Board of Directors and the Majority Holder. If the Board of Directors\n         and the Majority Holder are unable to agree upon an acceptable\n         investment banking firm within ten (10) days after the date either\n         party proposed that one be selected, the investment banking firm will\n         be selected by an arbitrator located in New York City, New York,\n         selected by the American Arbitration Association (or if such\n         organization ceases to exist, the arbitrator shall be chosen by a court\n         of competent jurisdiction). The arbitrator shall select the investment\n         banking firm (within ten (10) days of his appointment) from a list,\n         jointly prepared by the Board of Directors and the Majority Holder, of\n         not more than six investment banking firms of national standing in the\n         United States, of which no more than three may be named by the Board of\n         Directors and no more than three may be named by the Majority Holder.\n         The arbitrator may consider, within the ten-day period allotted,\n         arguments from the parties regarding which investment banking firm to\n         choose, but the selection by the arbitrator shall be made in its sole\n         discretion from the list of six. The Board of Directors and the\n         Majority Holder shall submit their respective valuations and other\n         relevant data to the investment banking firm, and the investment\n         banking firm shall, within thirty days of its appointment, make its own\n         determination of the Valuation Amount. The final Valuation Amount for\n         purposes hereof shall be the average of the two Valuation Amounts\n         closest together, as determined by the investment banking firm, from\n         among the Valuation Amounts submitted by the Company and the Majority\n         Holder and the Valuation Amount calculated by the investment banking\n         firm. The determination of the final Valuation Amount by such\n         investment-banking firm shall be final and binding upon the parties.\n         The Company shall pay the fees and expenses of the investment banking\n         firm and arbitrator (if any) used to determine the Valuation Amount. If\n\n         required by any such investment banking firm or arbitrator, the Company\n         shall execute a retainer and engagement letter containing reasonable\n         terms and conditions, including, without limitation, customary\n         provisions concerning the rights of indemnification and contribution by\n         the Company in favor of such investment banking firm or arbitrator and\n         its officers, directors, partners, employees, agents and affiliates.\n\n                                       18\n\n\n\n\n\n\n\n\n\n                  \"Business Day\" means a day other than a Saturday, Sunday or\n         day on which banking institutions in New York are authorized or\n         required to remain closed.\n\n                  \"Company Election\" means the election by the Company to\n         exercise its right to convert the Series B Preferred Stock into Common\n         Stock within 60 days of the public filing by the Company on Form 10-K\n         or 10-Q, as applicable, evidencing the Company's achievement of four\n         (4) consecutive quarters (commencing after the Original Issuance Date)\n         of individual quarterly Operating Profits equal to or greater than\n         $750,000 in each of the four (4) consecutive quarters.\n\n                  \"Corporate Transaction\" means a reorganization, merger, change\n         of control or consolidation of the Company or sale or other disposition\n         of all or substantially all of the assets of the Company.\n\n                  \"Excluded Corporate Transaction\" means a Corporate Transaction\n         pursuant to which the individuals or entities who are the beneficial\n         owners, respectively, of the Outstanding Company Common Stock and the\n         Outstanding Company Voting Securities immediately prior to such\n         Corporate Transaction will beneficially own, directly or indirectly,\n         more than 50% of, respectively, the outstanding shares of common stock,\n         and the combined voting power of the outstanding securities entitled to\n         vote generally in the election of directors, as the case may be, of the\n         corporation resulting from, or the transferee Person, in such Corporate\n         Transaction (including, without limitation, a corporation which as a\n         result of such transaction owns 100% of the Outstanding Company Common\n         Stock or all or substantially all of the Company's assets either\n         directly or indirectly) in substantially the same proportions relative\n         to each other as their ownership, immediately prior to such Corporate\n         Transaction, of the Outstanding Company Common Stock and the\n         Outstanding Company Voting Securities, as the case may be.\n\n                  \"Fair Market Value\" means, as to any security, the Twenty Day\n         Average of the average closing prices of such security's sales on all\n         domestic securities exchanges on which such security may at the time be\n         listed, or, if there have been no sales on any such exchange on any\n         day, the average of the highest bid and lowest asked prices on all such\n         exchanges at the end of such day, or, if on any day such security is\n         not so listed, the average of the representative bid and asked prices\n         quoted in the NASDAQ National Market System as of 4:00 P.M., New York\n         City time, on such day, or, if on any day such security is not quoted\n         in the NASDAQ National Market System, the\n\n                                       19\n\n\n\n\n\n\n\n         average of the highest bid and lowest asked prices on such day in the\n         domestic over-the-counter market as reported by the National Quotation\n         Bureau, Incorporated, or any similar or successor organization (and in\n         each such case excluding any trades that are not bona fide, arm's\n         length transactions). If at any time such security is not listed on any\n         domestic securities exchange or quoted in the NASDAQ National Market\n         System or the domestic over-the-counter market, the \"Fair Market Value\"\n         of such security shall be the fair market value thereof as determined\n         in accordance with the Appraisal Procedure, using any appropriate\n         valuation method, assuming an arms-length sale to an independent party.\n         In determining the Fair Market Value of any class or series of Common\n         Stock, a sale of all of the issued and outstanding Common Stock will be\n         assumed, without giving regard to the lack of liquidity of such stock\n         due to any restrictions (contractual or otherwise) applicable thereto\n         or any discount for minority interests and assuming the conversion or\n         exchange of all securities then outstanding that are convertible into\n         or exchangeable for Common Stock and the exercise of all rights and\n         warrants then outstanding and exercisable to purchase shares of such\n         stock or securities convertible into or exchangeable for shares of such\n         stock; provided, however that such assumption will not include those\n         securities, rights and warrants convertible into Common Stock where the\n         conversion, exchange or exercise price per share is greater than the\n         Fair Market Value; provided, further, however, that Fair Market Value\n         shall be determined with regard to the relative priority of each class\n         or series of Common Stock (if more than one class or series exists).\n         \"Fair Market Value\" means with respect to property other than\n         securities, the \"fair market value\" determined in accordance with the\n         Appraisal Procedure.\n\n                  \"GAAP\" means generally accepted accounting principles set\n         forth in the opinions and pronouncements of the Accounting Principles\n         Board of the American Institute of Certified Public Accountants and\n         statements and pronouncements of the Financial Accounting Standards\n         Board, which are in effect from time to time.\n\n                  \"Operating Profits\" means earnings before interest, taxes and\n         purchase price amortization, adjusted to exclude non-recurring items,\n         equity earnings\/losses and minority interests.\n\n                  \"Outstanding Company Common Stock\" means the then outstanding\n         shares of Common Stock.\n\n                                       20\n\n\n\n\n\n\n\n                  \"Outstanding Company Voting Securities\" means the combined\n         voting power of the then outstanding securities of the Company entitled\n         to vote generally in the election of directors.\n\n                  \"Twenty Day Average\" means, with respect to any prices and in\n         connection with the calculation of Fair Market Value, the average of\n         such prices over the twenty Business Days ending on the Business Day\n         immediately prior to the day as of which \"Fair Market Value\" is being\n         determined.\n\n                  \"Voting Stock\" shall mean shares of Common Stock, Preferred\n         Stock and any other class of securities of the Company having the power\n         to elect directors to the Board of Directors and any other general\n         voting power (and shall include any shares of Voting Stock issuable\n         upon exercise, exchange or conversion of securities exercisable or\n         exchangeable for or convertible into shares of Voting Stock). Each\n         share of Common Stock shall count as one share of Voting Stock, each\n         share of Preferred Stock shall count as a number of shares of Voting\n         Stock equal to the number of shares of Common Stock into which such\n         share of Preferred Stock is then convertible and each share of any\n         other class of securities of the Company constituting Voting Stock\n         shall count as a number of shares of Voting Stock equal to the number\n         of shares of Common Stock into which such share of Voting Stock is then\n         convertible, exchangeable or exercisable, as the case may be.\n\n                  \"Voting Stock Equivalents\" means any right, warrant, option or\n         security of the Company which is exercisable or exchangeable for or\n         convertible into, or represents the right to otherwise acquire,\n         directly or indirectly, Voting Stock, whether at the time of issuance\n         or upon the passage of time or the occurrence of some future event.\n         Each Voting Stock Equivalent shall count as a number of shares of\n         Voting Stock equal to the number of shares of Common Stock into which\n         such Voting Stock Equivalent is then convertible, exchangeable or\n         exercisable.\n\nSection 6. Dividend Received Deduction.\n\n         For federal income tax purposes, the Company shall report distributions\non the Series B Preferred Stock as dividends, to the extent of the Company's\ncurrent and accumulated earnings and profits (as determined for federal income\ntax purposes).\n\n                                       21\n\n\n\n\n\n\n\nSection 7. Preemptive Rights.\n\n         In case the Company proposes at any time to issue or sell any Voting\nStock, options, rights or warrants to purchase Voting Stock or Voting Stock\nEquivalents or any other securities (whether debt or equity) of the Company,\nother than Excluded Stock (collectively, the \"Company Offered Securities\"), the\nCompany shall, no later than twenty-five (25) days prior to the consummation of\nsuch transaction (a \"Preemptive Rights Transaction\"), give notice in writing\n(the \"Preemptive Rights Offer Notice\") to each holder of Series B Preferred\nStock of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice\nshall describe the proposed Preemptive Rights Transaction, identify the proposed\npurchaser, and contain an offer (the \"Preemptive Rights Offer\") to sell to each\nholder of Series B Preferred Stock, at the same price and for the same\nconsideration to be paid by the proposed purchaser (provided, that, in the event\nany of such consideration is non-cash consideration, at the election of such\nholder of Series B Preferred Stock to whom the Preemptive Rights Offer is made,\nsuch holder of Series B Preferred Stock may pay cash equal to the value of such\nnon-cash consideration), all or any part of such holder of Series B Preferred\nStock's pro rata portion of the Company Offered Securities (which shall be a\nfraction of the Company Offered Securities determined by dividing the number of\nshares of outstanding Voting Stock owned by such holder of Series B Preferred\nStock by the sum of (i) the number of shares of outstanding Voting Stock owned\nby such holder of Series B Preferred Stock and (ii) the number of outstanding\nshares of Voting Stock not held by such holder of Series B Preferred Stock). If\nany holder of Series B Preferred Stock to whom a Preemptive Rights Offer is made\nfails to accept (a \"Non-Responding Holder\") in writing the Preemptive Rights\nOffer by the tenth (10th) day after the Company's delivery of the Preemptive\nRights Offer Notice, such Non-Responding Holders shall have no further rights\nwith respect to the proposed Preemptive Rights Transaction.\n\n         IN WITNESS WHEREOF, the Company has caused this Certificate of\nDesignation to be signed by Brad D. Greenspan, its Chairman and Chief Executive\nOfficer, this 19th day of October, 2001.\n\n                                eUNIVERSE, INC.\n\n\n                                By:    \/s\/ Brad D. Greenspan\n                                   --------------------------------------------\n                                   Name:  Brad D. Greenspan\n                                   Title: Chairman and Chief Executive Officer\n\n\n\n                                      22\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7885],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9562,9560],"class_list":["post-40899","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intermix-media-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-finance__desig","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40899","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40899"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40899"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40899"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40899"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}