Polomar Health Services, Inc.

Upon the occurrence of (i) a Change of Control Event (as defined in the Certificate); (ii) liquidation; (iii) dissolution (other than a dissolution arising from the failure to make a routine filing with the Nevada Secretary of State); or (iv) winding-up, then, before any distribution or payment shall be made to the holders of any common stock of the Company or any other class or series of securities junior to the Preferred Stock, the Company shall first redeem all shares of Preferred Stock, out of the Company’s assets legally available for distribution to shareholders, the liquidation preference per share of $5,000, plus accrued but unpaid dividends. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Preferred Stock will have no right or claim to any of the Company’s remaining assets. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Company’s available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Preferred Stock and the corresponding amounts payable on all securities senior to the Preferred Stock and pari passu to the Preferred Stock, then after payment of the liquidating distribution on all such outstanding senior stock, the holders of the Preferred Stock and all other such classes or series of pari passu stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. The merger or consolidation of the Company into or with another corporation which results in the exchange of outstanding shares of the Corporation for securities or other consideration issued or paid or caused to be issued or paid by such other corporation or an affiliate thereof (except if such merger or consolidation does not result in the transfer of more than 50 percent of the voting securities of the Company), or the sale of all or substantially all the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up of the Company, unless a majority of the holders of the Preferred Stock otherwise.