SUBSCRIPTION AGREEMENT ________________________________________ ABOUT MAIN STREET, INC.

SERIES A PREFERRED STOCK

To: About Main Street Inc.

This Subscription Agreement (the Subscription Agreement) is made between About Main Street Inc. a Florida corporation (the "Company"), and the undersigned prospective purchaser. The Company is offering hereby (the Offering) shares of its Series A Preferred Stock (the Shares). The Shares are being offered at a price of $0.05 per Share. The terms and conditions of the Shares are described on Schedule A hereto. In consideration of the Company's agreement to sell Shares to the undersigned upon the terms and conditions summarized in the disclosure materials and Executive Summary provided by the Company (Disclosure Materials) the undersigned agrees and represents as follows: A. SUBSCRIPTION.

(1) The undersigned hereby irrevocably subscribes for, and agrees to purchase, the number of Shares indicated on the signature page hereto at a purchase price of $0.05 per Share. The undersigned encloses herewith a check (or, simultaneously herewith, an electronic wire transfer pursuant to Paragraph 2 immediately below) payable to the company in the full amount of the purchase price of the Shares for which the undersigned is subscribing (the "Payment"). Such check should have a notation thereon that it relates to the About Main Street Inc. private placement. Wired funds should be sent to the company as follows: Branch Banking & Trust Company ABA: 263191387 1201 South Tamiami Trail Sarasota, FL 34239 (941) 366-4030

For Benefit of: About Main Street, Inc. Account: # 0000 2400 83310 2033 Main Street Suite 400 Sarasota, FL 34237 Ph. 941-295-7750

(2) Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser") at the closing of the Share purchase transactions (the closing), the Shares so purchased will be issued in the name of the purchaser thereof, and the name of such purchaser will be registered on the stock transfer books of the Company as the record owner of the Shares. The Company will issue to each purchaser the certificates representing the Shares. The Shares may not be transferred prior to the Closing.

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(3) The undersigned hereby acknowledges receipt of a copy of the Disclosure Materials and hereby agrees to be bound thereby upon the (i) execution and delivery to the Company of the signature page to the undersigned's completed questionnaire submitted by the undersigned (the "Questionnaire") and this Subscription Agreement and (ii) acceptance, by the Company at Closing of the undersigned's subscription (the "Subscription"). B. REPRESENTATIONS AND WARRANTIES. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (1) The undersigned has been furnished with, and has carefully read the Disclosure Materials and is familiar with, and understands, the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company or any agent or representative of any of the Company. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting, and financial advisors the suitability of an investment in the Shares for the undersigned's particular tax and financial situation and has determined that the Shares being subscribed for by the undersigned are a suitable investment for the undersigned. (2) The undersigned acknowledges that all documents, records, and books pertaining to this investment which the undersigned has requested (including, without limitation, the Disclosure Materials) have been made available for inspection by the undersigned, the undersigned's attorney, accountant, or adviser(s). (3) The undersigned and/or the undersigned's adviser(s) has/have had a reasonable opportunity to ask questions of, and receive answers from, a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned. (4) The undersigned is not subscribing for Shares as a result of, or subsequent to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting. (5) The undersigned: (i) has a pre-existing business relationship with either (a) the Company or one of its officers, directors, or controlling persons or (b) any agent or representative of the Company; and (ii) by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisors who are unaffiliated with, and who are not compensated by, the Company or any affiliate of any of the Company, directly or indirectly, can be reasonably assumed to have the capacity to protect the undersigned's interests in connection with the investment in the Shares. (6) The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax, and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. (7) The undersigned will not sell or otherwise transfer their Shares without registration under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws or an exemption therefrom. The Shares have not been registered under the Securities Act or under the securities laws of certain states. The undersigned represents that the undersigned is purchasing the Shares for the undersigned's own account, for investment, and not with a view to resale or distribution, except in compliance with the Securities Act. The undersigned has not offered or sold any portion of the Shares

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being acquired nor does the undersigned have any present intention of dividing such Shares with others or of selling, distributing, or otherwise disposing of any portion of such Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act. Except as otherwise provided in the Disclosure Materials, the Company has no obligation to register the Shares subscribed for hereunder. (8) The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth under the caption "Risk Factors" in the Disclosure Materials, and has taken full cognizance of, and understands all of, the risks related to the purchase of the Shares. (9) The undersigned acknowledges that the certificates representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form and that the Company may issue stop transfer instructions to the transfer agent of such securities: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER'S COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."

(10) If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust, or estate: (i) such partnership, corporation, trust, or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize the execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by, or on behalf of, such partnership, corporation, trust, or estate in connection with the purchase of Shares, (b) to delegate authority pursuant to a power of attorney, and (c) to purchase and hold Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust, or estate is binding upon such partnership, corporation, trust, or estate; and (iii) such partnership, corporation, or trust has not been formed for the specific purpose of acquiring Shares, unless each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ("Regulation D") and has submitted information substantiating such individual qualification. (11) The undersigned is an accredited investor, as defined in Rule 501(a) of Regulation D under the Securities Act and under state securities of blue sky laws, as indicated in the applicable Questionnaire attached hereto and hereby made a part hereof. (12) The undersigned shall indemnify and hold harmless the Company, and any officer, director, or control person of the Company, who is or may be a party to, or is or may be threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of, or arising from, any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by the

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undersigned to the Company (or any agent or representative of the Company) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement, or omission contained in the Questionnaire or any other document submitted by the undersigned, against losses, liabilities, and expenses for which the Company, or any officer, director, or control person of the Company has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by the Company, or such officer, director, or control person in connection with such action, suit, or proceeding. (13) If the undersigned is a resident of the Commonwealth of Pennsylvania, the undersigned agrees not to sell or transfer Shares for a period of 12 months from the date of the Closing at which such securities are acquired if such sale or transfer would violate Section 203(d) of the Pennsylvania Securities Act of the Regulations thereunder.

C.

UNDERSTANDINGS. The undersigned understands, acknowledges, and agrees with the Company as follows:

(1) The undersigned hereby acknowledges and agrees that the subscription hereunder is irrevocable by the undersigned, that, except as required by law, the undersigned is not entitled to cancel, terminate, or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by, and be binding upon, each such person and his/her heirs, executors, administrators, successors, legal representatives, and permitted assigns. (2) No federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Materials or as to the fairness of the terms of this Offering for investment nor any recommendation or endorsement of the Shares. (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness, and accuracy of the statements made by the undersigned herein and in the Questionnaire. (4) It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee will, at a minimum, be required to fulfill the investor suitability requirements thereunder. (5) The undersigned acknowledges that the information contained in the Disclosure Materials is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any Subscription Agreement entered into with the Company).

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(6) The representations, warranties, and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Shares as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of such Shares. (7) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers, or controlling persons of the Company, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent. (8) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (9) THE SHARES MAY NOT BE TRANSFERRED, RESOLD, OR OTHERWISE DISPOSED OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (10) For Residents of Delaware:

THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF DELAWARE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THERFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE DELAWARE CORPORATIONS CODE. (11) For Residents of Connecticut:

THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (12) For Residents of Florida:

PURSUANT TO SECTION 517.061(11)(a) OF THE FLORIDA SECURITIES ACT, FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH PERIOD) TO: ABOUT MAIN STREET, INC., 2033 MAIN STREET, SUITE 404, SARASOTA, FL 34237 ATT: ANDREW BADOLATO SHOULD YOU

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MAKE THIS REQUEST ORALLY, YOU MUST ALSO SEND A TELEFAX CONFIRMING YOUR REQUEST. THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE OFFERING OR THE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A TRANSACTION THAT IS EXEMPT UNDER SAID ACT.

(13)

For Residents of the Commonwealth of Pennsylvania:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT. THE SECURITIES PURCHASED HEREBY CANNOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION UNDER THE PENNSYLVANIA SECURITIES ACT OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE REGULATORY SECURITIES AUTHORITY OF THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE DISCLOSURE MATERIALS AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS: (1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE SECURITIES FOR A PERIOD OF 12 MONTHS FROM THE DATE OF THE CLOSING OF THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE REGULATIONS THEREUNDER; AND (2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT, PURSUANT TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN TWO BUSINESS DAYS AFTER THE DATE OF RECEIPT BY THE ISSUER OF THE INVESTOR'S EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR FAX INDICATING HIS INTENTION TO WITHDRAW TO: THE COMPANY. SUCH LETTER OR FAX SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A FAX CONFIRMING YOUR REQUEST. D. MISCELLANEOUS.

(1) Capitalized terms used in this Subscription Agreement, if not otherwise defined herein, shall have the respective meanings attributed to such terms in the Disclosure Materials. All pronouns and any variations thereof

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used herein shall be deemed to refer to the masculine, feminine, impersonal, singular, or plural, as the identity of the person or persons may require. (2) Except as set forth in Section A (4) herein, neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked, or canceled, except by an instrument in writing signed by the party effecting the same against whom any change, discharge, or termination is sought. (3) Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered or sent by registered mail, return receipt requested, addressed: if to the undersigned, at the address for correspondence set forth in the Questionnaire, or at such other address as may have been specified by written notice given in accordance with this paragraph D(3). (4) Failure of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and the undersigned, or otherwise, or delay by the Company in exercising such right or remedy, will not operate as a waiver thereof. No waiver by the Company will be effective unless and until it is in writing and signed by the Company. (5) This Subscription Agreement shall be governed by, and enforced and construed in all respects in accordance with, the laws of the State of Florida (without regard to principles of conflicts of laws), as such laws are applied by Florida courts to agreements entered into, and to be performed in, Florida, by and between residents of Florida, and shall be binding upon the undersigned, the undersigned's heirs, estate, legal representatives, successors, and assigns and shall inure to the benefit of the Company, its successors, and its assigns. If any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. (6) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto.

E.

EXECUTION OF AGREEMENT BY POWER OF ATTORNEY.

THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS SIGNED THIS SUBSCRIPTION AGREEMENT ON THE UNDERSIGNED'S OWN BEHALF, AND NOT BY POWER OF ATTORNEY, OR, IN THE EVENT THAT THIS AGREEMENT HAS BEEN SIGNED ON THE UNDERSIGNEDS BEHALF BY POWER OF ATTORNEY, THAT THE UNDERSIGNED REPRESENTS THAT ATTACHED HERETO IS A TRUE AND COMPLETE COPY OF SUCH POWER OF ATTORNEY. F. SIGNATURE.

THE SIGNATURE OF THIS SUBSCRIPTION AGREEMENT IS CONTAINED AS PART OF THE APPLICABLE SUBSCRIPTION PACKAGE, ENTITLED "SIGNATURE PAGE"

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SCHEDULE A OF SUBSCRIPTION AGREEMENT TERMS OF SERIES A PREFERRED STOCK ABOUT MAIN STREET, INC
1. 2. 3. 4. 5. 6. 7. Total Shares to be Issued: Purchase Price Per Share: Total Amount of Offering: 20,000,000, $0.0001 par value; upon completion $0.05 $1,000,000.00

Total Amount of Outstanding Common Shares: 100,000,000, $0.0001 par value Pre-Money Valuation of Offering: $5,000,000 Post Money Valuation of Offering: $6,000,000 Dividends. The holders of shares of Series A Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors of the Corporation. Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Stock shall be entitled, to share ratably in all remaining assets of the Corporation available for distribution to its stockholders, or otherwise as from time to time may be declared by the Board of Directors of the Corporation. Voting. The holders of Series A Preferred Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting.

8.

9.

10. Optional Conversion. Except when automatically converted or when liquidated, the shares of Series A upon issuance, shall be convertible at the option of the Corporation into shares of Common Stock. Each share of the Series A shall be convertible into one share of Common Stock (the Conversion Ratio). Upon conversion, any accrued but unpaid cash dividends, on the shares of Series A being converted will be paid by the Corporation out of lawfully available funds or an equivalent value, based on the then fair market value of the Corporation, or additional shares of Common Stock with the choice between cash or additional shares of Common Stock being at the discretion of the converting stockholder, which choice shall be set forth in such converting stockholders notice of conversion. If the Corporation and the converting stockholder cannot agree upon the fair market value of the Corporation then the converting stockholder shall receive any accrued but unpaid cash dividends on the shares of Series A being converted in cash. 11. Automatic Conversion. The shares of Series A shall be automatically converted to shares of Common Stock upon (i) a registration of any class of equity securities of the Corporation with the U.S. Securities and Exchange Commission (a Qualified Public Offering) or (ii) the approval of the holders of a least sixty-six and two-thirds percent (66 %) of the outstanding shares of Series A. Any accrued but unpaid cash dividends, on the shares of Series A being converted shall be paid upon conversion. 12. Leak-out Provision. All holders of Preferred Series A stock shall be subject to a Lock up and Leak-out agreement as approved by the companys Investment Bankers.

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SCHEDULE B CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK OFFERED FOR SUBSCRIPTION AT $0.05 PER SHARE OF ABOUT MAIN STREET, INC. ABOUT MAIN STREET, INC. (the "Corporation"), organized and existing under the laws of the State of Florida, hereby certifies that pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the Board of Directors as amended, adopted a Resolution providing for the creation and issuance of the Corporation's Certificate of Designation, Preferences, Rights and Limitations for its Series A Convertible Preferred Stock, which Resolution is hereafter set forth in its entirety. RESOLVED, that pursuant to the authority expressly granted and vested in the Board of Directors of this Corporation in accordance with the provisions of its Articles of Incorporation a series of the Corporation's authorized class of preferred stock, par value $0.0001, is hereby established as "Series A Convertible Preferred Stock" (hereinafter referred to as the Series A Preferred Stock), which series consists of 20,000,000 authorized shares. The issued and outstanding shares of the Series A Preferred Stock, as they may exist from time to time, are sometimes referred to below as the "Shares". The preferences, any relative, participating, optional or other special rights of, and the qualifications, limitations and restrictions imposed upon the Series A Preferred Stock shall be as follows: 1. Designation and Number of Shares. The designation of a series of Preferred Stock, $0.0001 par value to be issued authorized by this resolution shall be the Series A ("Series A Preferred Stock"). The number of shares of Series A Preferred Stock authorized hereby shall be 20,000,000 shares and no more except as provided herein. Rank. The Series A Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to any other series of Preferred Stock except as established by the Board of Directors upon the consent of a majority of the outstanding Series A Preferred Shares, which consent is only required during such time as there are 5,000,000 or more shares of the Series A Preferred Stock outstanding. Dividend Provisions. The holders of Series A Preferred Stock will not be entitled to receive any dividends, however, the holders of the Series A Preferred Stock shall be entitled to receive dividends when and if declared by the Board of Directors of the Corporation on an equal sharefor-share basis with all outstanding shares of Common Stock. Redemption Rights by the Corporation. The Corporation shall have no right to redeem the Series A Preferred Stock. Voting Rights. Until or unless the Series A Preferred Stock is converted into Common Stock as set forth in paragraph 6 hereof, no holder of the Series A Preferred Stock shall have any voting rights except as may be required under Florida law in certain instances or as set forth herein. Automatic Conversion. The shares of Series A shall be automatically converted to shares of Common Stock upon (i) a registration of any class of equity securities of the Corporation with the U.S. Securities and Exchange Commission (a Qualified Public Offering) or (ii) the approval of the holders of a least sixty-six and two-thirds percent (66 %) of the outstanding shares of Series A. Any accrued but unpaid cash dividends, on the shares of Series A being converted shall be paid upon conversion. No Additional Consideration at Time of Conversion. No additional consideration is payable upon conversion.

2.

3.

4. 5.

6.

7.

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8.

Method of Conversion. Prior to conversion, the Holder shall furnish written notice to the Corporation, signed by an authorized representative of the Holder, or its assigns, which shall state the name in which the certificate for such Common Shares are to be issued, with address and social security number or tax identification number. Priority in the Event of Liquidation or Dissolution. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Corporation and before any distribution shall be made to the holder of any class of the common stock of the Corporation, each holder of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation, the sum of $1.00 in cash for each Share of Series A Preferred Stock so held. After payment shall have been made in full to the holders of the Series A Preferred Stock, or funds necessary for such payment shall have been set aside in trust for the exclusive benefit of such holders, the holders of the Series A Preferred Stock shall be entitled to no further participation in any distribution of the assets of the Corporation.

9.

10. Assignability of Shares. The Shares may be assigned by Holder at any time by providing to Corporation a written notice of assignment. 11. Representations and Warranties of Corporation. Upon conversion of the Shares, the underlying Common Shares shall be free and clear of all liens, claims, charges and encumbrances. The Corporation agrees to indemnify and hold harmless Holder in connection with any claim, loss, damage or expense, including attorneys' fees, trial and appellate levels, in connection with any breach of the foregoing. 12. Registration. The Holder shall have piggyback registration rights relative to the shares of Common Stock underlying the Series A Preferred Stock. 13. Additional Provisions. Conversion of Series A Preferred Stock shall be subject to the following additional terms and provisions: a. Replacement Certificates. As promptly as practicable after the surrender for conversion of any Series A Preferred Stock, the Corporation shall deliver or cause to be delivered at the principal office of the Corporation one or more certificates representing the shares of Common Stock issuable upon such conversion, issued in such name or names as such holder may reasonably direct. Shares of the Series A Preferred Stock shall be deemed to have been converted as of the close of business on the anniversary date of the purchase of the Shares and the rights of the holders of such Series A Preferred Stock shall cease at such time, and each person in whose name a certificate for such shares is to be issued shall be treated for all purposes as having become the record holder of such Common Stock at such time; provided, however, that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person in whose name each certificate for such shares is to be issued as the record holder thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. Subdivisions or Combinations. In the event that the Corporation shall at any time prior to a particular conversion, subdivide or combine its outstanding shares of Common Stock into a greater or lesser number of such shares, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be proportionately increased in the case of a combination, effective in either case at the close of business on the date which such subdivision or combination shall become effective. Recapitalizations. In the event that the Corporation shall be recapitalized, consolidated with or merged into any other corporation, or shall sell or convey to any other corporation all or substantially all of its property as an entity, provision shall be made as part of the terms of such recapitalization, consolidation, merger, sale or conveyance for each holder of Series A Preferred Stock to thereafter receive in lieu of the Common Stock otherwise

b.

c.

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issuable upon conversion but at the conversion ratio stated above, the same kind and amount of securities or assets as may be distributable upon such recapitalization, consolidation, merger, sale or conveyance, with respect to the Common Stock of the Corporation. d. Successive Adjustments. The adjustments hereinabove referenced shall be made successively if more than one event listed in the above subdivisions of this subsection shall occur. No Fractional Shares. The Corporation shall not be required to issue any fractions of shares of Common Stock upon conversions of Series A Preferred Stock. If any interest in a fractional share of Common Stock would otherwise be deliverable upon the conversion of any Series A Preferred Stock, the Corporation shall make adjustment for such fractional share interest by payment to the converting shareholder of cash in an amount bearing the same ratio to the fair market value of a whole share of Common Stock of the Corporation, as determined by the Corporation's Board of Directors, as the fractional interest to which the shareholder would otherwise be entitled bears to a whole share of Common Stock. No Adjustments. No adjustment of the conversion ratio shall be made by reason of: (i) The payment of any cash dividend on the Common Stock or any other class of the capital stock of the Corporation; (ii) the purchase, acquisition, redemption or retirement by the Corporation of any shares of the Common Stock or of any other class of the capital stock of the Corporation, except as provided above; (iii) the issuance, other than as provided in the subdivisions of this subsection, of any shares of Common Stock of the Corporation, or of any securities convertible into shares of Common Stock or other securities of the Corporation, or of any rights, warrants or options to subscribe for or purchase shares of the Common Stock or other securities of the Corporation, or of any other securities of the Corporation; (iv) any offer by the Corporation to redeem or acquire shares of its Common Stock by paying or exchanging therefor stock of another corporation or the carrying out by the Corporation of the transactions contemplated by such offer, provided that at least 20 days prior to the expiration of any such offer the Corporation shall mail written notice of such offer to the holders of the Series A Preferred Stock then of record; or (v) the distribution to holders of Common Stock or other securities of another issuer, if the issuers of such securities shall be engaged at the time of such distribution in a business (i) which shall have been previously operated on a divisional or subsidiary basis by an entity acquired by the Corporation and (ii) which shall be distinct from the principal business of the entity to be acquired. Reserve of Common Shares. The Corporation shall at all times reserve and keep available solely for the purpose of issuance upon conversion of Series A Preferred Stock, as herein provided, such number of shares of Common Stock as shall be issuable upon the conversion of all outstanding Series A Preferred Stock. All shares of Common Stock which may be issued upon conversion of the shares of Series A Preferred Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. Expenses. The issuance of certificates representing shares of Common Stock upon conversion of the Series A Preferred Stock shall be made to each applicable shareholder without charge for any excise tax in respect of such issuance. However, if any certificate is to be issued in a name other than that of the holder of record of the Series A Preferred Stock so converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the Corporation that such tax has been paid or is not due and payable.

e.

f.

g.

h.

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i.

Verification. Upon the occurrence of each adjustment or readjustment of the conversion ratio pursuant hereto, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof, cause independent public accountants selected by the Corporation to verify such computation and prepare and furnish to each holder of Series A Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the conversion ratio at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of his Shares.

14. Status of Converted Stock. Once the Shares of Series A Preferred Stock are converted, the Shares so converted shall resume the status of authorized but unissued shares of preferred stock. 15. Limitations on Corporation; Shareholder Consent. So long as any Shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or the written consent as provided by law of 51% of the holders of the outstanding Shares, voting as a class, change the preferences, rights or limitations with respect to the Series A Preferred Stock in any material respect prejudicial to the holders thereof, or increase the authorized number of Shares of such Series, but nothing herein contained shall require such a class vote or consent (a) in connection with any increase in the total number of authorized shares of Common Stock, or (b) in connection with the authorization, designation, increase or issuance of any series of preferred stock holding liquidation preference equal to or subordinate to the Series A Preferred Stock. Further, no such vote or written consent of the holders of the Series A Preferred Stock shall be required if, at or prior to the time when such change is to take effect, provision is made for the redemption of all Shares at the time outstanding; and the provisions of this paragraph, shall not in any way limit the right and power of the Corporation to issue any bonds, notes, mortgages, debentures and other obligations, and to incur indebtedness to banks and to other lenders. 16. Notices. All notices or other communications required or permitted to be given pursuant to this resolution shall be in writing and shall be considered as properly given or made if hand delivered, mailed by certified or registered mail, return receipt requested, or sent by prepaid telegram, if to the Corporation at its address indicated in its Annual Report as most recently filed with the Florida Department of State, and if to a holder of Series A Preferred Stock at the address set forth in the shareholder records as maintained by the Corporation, or to such other address as any such shareholder may have designated by like notice forwarded to the Corporation. All notices, except notices of change of address, shall be deemed given when mailed or hand delivered and notices of change of address shall be deemed given when received. IN WITNESS WHEREOF, About Main Street, Inc. has caused its corporate seal to be hereunto affixed and this Certificate to be executed by its CEO as of the 20 day of February, 2012.

Andrew Badolato
Andrew Badolato, Chairman & CEO

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