Exhibit A
2,886,704 of the authorized capital shares of the Company to be preferred shares and further designates that the 2,886,704 preferred shares shall be classified is® "Series A Convertible Preferred Stock”;
and
RESOLVED; that the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shams of the Series A Convertible Preferred Stock shall be as follows:
Section 1. - Designation and Amount. The designation of the series of Preferred Stock created by this resolution shall be "Series A Convertible Preferred Stock*' (hereinafter called the "Series”), and the number of shares constituting this Series shall be 2,886,704. Shares of this Series shall have a stated par value of $0.00! per share.
Section 2, Dividends. If the Company declares a dividend or distribution on the common stock of the Company (the "Common Stock" or "Common Shares”), the holders of shares of this Series shall be entitled to receive for each share of this Series a dividend or distribution of the amount of the dividend or distribution that would be received by a holder of the Common Stock into which such share of this Series could be converted on the record date for such dividend or distribution.
Section 3. No Liquidation Preference. The holders of this Series shall receive liquidating distributions ratably with the holders of Common Stock on a share for share basis. A consolidation or merger of the Company, with or into another company shall not be considered a liquidation, dissolution or winding up of the Company or a sale or other disposition of all or substantially all of the assets of the Company.
Section 4. Voting Rights. Each holder of any shares of this Series shall have the right to 1 vote for each share of this Series at the record date for the determination of the stockholders entitled to vote on such matters or If no record date is established, at the day prior to the date such vote is taken or any written consent of stockholders is first executed.
With respect to such vote, such holders (I) shall have voting rights and powers equal on a 1 for 1 basis to the voting rights and powers of the holders of Common Stock, (ii) shall be entitled, notwithstanding any provision hereof, to notice of any stockholders meeting in accordance with the bylaws of the Company, and (iii) shall be entitled to vote,
together with Holders of Common Stock with respect to any question upon which holders of Common Stock have the right to vote.
Section 5. Conversion. At any time or from time to time, in whole or in part, each one Share of the Series may be converted by the holder into a number of shares of the Company’s common stock equal to 1/288,870 of 1.009% of the Company's outstanding common stock on the date of conversion, calculated on a fully diluted basis, as though all warrants, options, convertible debt, and any other class of convertible preferred stock, and any and all other stock rights, had been fully exercised or converted, but excluding all outstanding Series A Convertible Preferred, including the Series shares to be converted.
At anytime on or after May 1, 2010, the Company shall have the right to call the Series A Preferred Stock for conversion, and cause all, but not less then all, of said Series to be converted into common stock of the Company on the same terms for conversion as set forth above in this Section 5.
Mechanics of Conversion. The conversion of shares of the Series shall be conducted In the following manner:
(1) Series Holder's Delivery Requirements. To convert a share of the Series into shares of Common Stock on any date set forth in a Conversion Notice to be issued by the Series holder (the "Conversion Date") Series Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., Pacific Time on such date, a copy of a fully executed notice of conversion (the "Conversion Notice") to the Company, and (B) surrender to a common carrier for delivery to the Company as soon as practicable following the date of the Conversion Notice the original Certificate representing his shares of the Series, with written instructions as to the number of shares of the Series to be converted into Common Stock.
(2) Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than three (3) business Days after receipt of such Conversion Notice, send, via facsimile and overnight courier, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to such Series Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation, the Company shall issue and
surrender to a common carrier for delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Series Holder shall be entitled as a result of his conversion of shares of the Series. If less than the all the Series Holder's Series shares are submitted for conversion,
then Company shall immediately issue the Series Holder a new Certificate for the Shares of the Series which are not converted and remain in the hands of the Series Holder.
(3) Record Holder The person or persons entitled to receive the shares of common Stock issuable upon a conversion of shares of the Series shall be treated for all purposes as the shareholder or holders of such shares of Common Stock on the Conversion Date.
(4) Taxes. The Company shall pay any and all transfer taxes that may be payable with respect to the issuance and delivery of Common Stock upon the conversion of shares of the Series.
Section 6. No Preemptive Rights. Holders of shares of this Series shall have no first right of refusal to purchase any shares sold by the Company in the future.
Section 7. Consolidation or Merger. In the case of any consolidation or merger to which the Company is a party (other than a consolidation or merger In which the Company is the surviving or continuing corporation and in which the shares of Common Stock outstanding immediately before the merger or consolidation remain unchanged) or in the case of any sale or transfer to another company of the Company as an entirety or substantially as an entirety, then, if any shares of this Series are to remain outstanding following the consummation of such transaction, the Company shall make appropriate
provision, or cause appropriate provision to be made, so that, upon conversion thereof, holders of shares of this Series outstanding immediately prior thereto shall have the right to receive the kind and amount of securities, cash or other property receivable upon the consummation of such transaction by a holder of the number of shares of Common Stock into which such shares of this Series would have been converted if conversion had occurred immediately before the date of the consummation of such transaction. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by a duly authorized officer of the Company this 7th day of April, 2009.
