Certificate
of Designations of the Preferred Stock
of
a21,
Inc.
To
be Designated
Series
A Preferred Stock
a21,
Inc., a Texas corporation (the “Corporation”), pursuant to authority conferred
on the Board of Directors of the Corporation by the Articles of Incorporation
and pursuant to the provisions of Article 2.13 of the Texas Business Corporation
Act certifies that the Board of Directors of the Corporation, pursuant to a
meeting of the Board of Directors, duly adopted the following
resolutions:
WHEREAS:
The
Board of Directors of the Corporation previously designated a series of
preferred stock designated “Series A Preferred Stock”, consisting of 15,000
shares of the Corporation’s issued and outstanding shares of preferred stock
(the “Old Series A Preferred”) and the Corporation filed such designation with
the Secretary of State of the State of Texas on October 12, 2005;
and
WHEREAS:
There
are currently no outstanding shares of Old Series A Preferred;
RESOLVED:
That,
pursuant to the authority expressly granted to and vested in the Board of
Directors of the Corporation in accordance with the provisions of its Articles
of Incorporation (hereinafter, “Articles”), the Board of Directors of the
Corporation hereby eliminates the Old Series A Preferred and all reference
to
the Old Series A Preferred from the Corporation’s Articles.
RESOLVED:
That,
pursuant to the authority expressly granted to and vested in the Board of
Directors of the Corporation in accordance with the provisions of its Articles,
the Board of Directors of the Corporation hereby establishes a new series of
preferred stock, consisting of 10,000 shares, $0.001 par value, to be designated
“Series A Preferred Stock” (hereinafter “Series A Preferred Stock”); that the
Board of Directors be and hereby is authorized to issue such shares of Series
A
Preferred Stock from time to time and for such consideration and on such terms
as the Board of Directors shall determine; and that, subject to the limitations
provided by law and by the Articles, the powers, designations, preferences
and
relative, participating, optional or other special rights of, and the
qualifications, limitations or restrictions upon, the Series A Preferred Stock
shall be as follows:
SERIES
A PREFERRED STOCK.
1. Dividends.
The
holders of record of the shares of Series A Preferred Stock shall be entitled
to
the same dividend rights as the holders of the shares of Common Stock and shall
share in all dividends declared on Common Stock as if each share of Series
A
Preferred Stock was converted into a corresponding number of shares of Common
Stock pursuant to the terms of the Exchange Agreement executed by and among
the
Corporation and the holders of the Series A Preferred Stock as of May 15, 2006,
as such agreement may be amended, modified or restated (the “Exchange
Agreement”). The holders of record of the shares of Series A Preferred Stock
shall be entitled to all of the other rights, and are subject to the
obligations, contained in the Exchange Agreement
2. Liquidation,
Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.
(a) In
the
event of any voluntary or involuntary liquidation, dissolution or winding up
of
the Corporation, the holders of shares of Series A Preferred Stock then
outstanding shall be entitled to be paid in the aggregate out of the assets
of
the Corporation available for distribution to its stockholders, but before
any
payment shall be made to the holders of shares of Common Stock or any other
class or series of stock ranking on liquidation junior to the Series A Preferred
Stock, by reason of their ownership thereof, an amount equal to the greater
of
(i) their prorata share, on an as if exchanged basis, of the assets of the
Corporation available for distribution to its holders of Common Stock (as if
exchanged for shares of Common Stock at the rate contained in the Exchange
Agreement), and (ii) $315 per share of Series A Preferred Stock, as adjusted,
plus five percent (5%) per annum, compounded annually, computed from the
original issue date through and including the date of such distribution (subject
to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such Series A Preferred
Stock). The amount distributable in accordance with the foregoing sentence
shall
be paid to the holders of shares of Series A Preferred Stock on a pro rata
basis, based on the number of shares of Series A Preferred Stock held by each.
If upon any such liquidation, dissolution or winding up of the Corporation
the
remaining assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series A
Preferred Stock, the full amount to which they each shall be entitled, the
holders of shares of such Series A Preferred Stock, and any class or series
of
stock ranking on liquidation on a parity with such Series A Preferred Stock,
shall share ratably in any distribution of the remaining assets and funds of
the
Corporation in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.
(b) After
the
payment of all preferential amounts required to be paid to the holders of Series
A Preferred Stock and any other class or series of stock of the Corporation
ranking on liquidation on a parity with the Series A Preferred Stock upon the
dissolution, liquidation or winding up of the Corporation, the remaining assets
and funds of the Corporation available for distribution to its stockholders
shall be distributed among the holders of shares of Common Stock (assuming
for
this purpose that shares of Series A Preferred Stock were retired and not
converted or otherwise exchanged into shares of Common Stock) and any other
class or series of stock entitled to participate in liquidation distributions
with the holders of Common Stock, pro rata based on the number of shares of
Common Stock held by each.
3. Voting.
Each
holder of outstanding shares of Series A Preferred Stock shall have no voting
rights and shall not be entitled to notice of meetings of the stockholders,
except as otherwise expressly provided by nonwaivable provisions of applicable
law.
4. Amendment
or Waiver. Any of the rights of the holders of Series A Preferred Stock set
forth herein may be amended or waived by the affirmative vote of the holders
of
at least one-half of the shares of Series A Preferred Stock then outstanding,
provided any such amendment or waiver affects all such holders in the same
manner.
IN
WITNESS WHEREOF, this Certificate of Designations of the Preferred Stock of
a21,
Inc. has been signed by the Chief Executive Officer this 15th
day of
May, 2006.
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a21,
Inc. |
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By: |
/s/
Albert
Pleus |
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Chief
Executive Officer |