Polomar Health Services, Inc.

The Preferred Stock is convertible into shares of the Company’s common stock at a per share price of $0.40 (as adjusted pursuant to the terms of the Certificate), at the option of the holders thereof. The Company shall pay to the holders of the Preferred Stock liquidated damages as specified in the Certificate, in the event it fails to deliver common stock to a holder of Preferred Stock upon conversion pursuant to the terms set forth in the Certificate.

The conversion price of the Preferred Stock shall be subject to adjustment from time to time as a result of certain recapitalizations, stock splits and combinations, distributions, reorganizations or reclassifications, and subsequent equity sales, all as further described in the Certificate.