[seal]
ROSS MILLER
Secretary of State
204 North Carlson Street, Ste 1
Carson City, Nevada, 89701-4299
(775) 684-5708
website: secretaryofstate.biz
Filed in the office of Document Number
/s/ Ross Miller 20070078453-66
Ross Miller Filing Date and Time
Secretary of State 02/05/2007 9:290 AM
State of Nevada Entity Number
C965-1997
Certificate of Designation
(PURSUANT TO NRS 75.1955)
USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 75.1955)
1. Name of corporation:
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JUNIPER GROUP, INC.
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2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock.
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The Corporation shall be authorized to issue 9,000,000 shares of Series D
Preferred Stock, par value $0.10 per share. Each share of Series D
Preferred Stock shall have a stated value of Ten Cents ($0.10).
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3. Effective date of filing (optional):
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(must not be later than 90 days after
the certificate is filed)
4. Officer Signature (Required): X /s/ Vlado P. Hreljanovic
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Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretery of State
AM 78.209 2007
Revised 01/01/2007
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JUNIPER GROUP, INC.
CERTIFICATE OF DESIGNATION, POWERS,
PREFERENCES AND RIGHTS OF
SERIES D PREFERRED STOCK
Pursuant to Section 78.195 of the Nevada Revised Statutes
The undersigned, being all of the Directors of Juniper Group, Inc., a
Nevada corporation (the "Corporation"), do hereby certify that the following
resolutions were duly adopted by the Board of Directors of the Corporation by
unanimous written consent as of December 11, 2006:
WHEREAS, the Board of Directors is authorized within the limitations
and restrictions stated in the Certificate of Incorporation of the Corporation,
to privide by resolution or resolutions for the issuance of Ten Million
(10,000,000) shares of Preferred Stock, par value $0.10 per share, of the
Corporation, in such class or series and with such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions as the Corporation's Board of Directors shall fix by
resolution or resolutions providing for the issuance thereof duly adopted by the
Board of Directors; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of a series of Preferred
Stock and the number of shares constituting such series;
By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock:
1. Designation and Authorized Shares. The Corporation shall be
authorized to issue Nine Million (9,000,000) shares of Series D Preferred Stock,
par value $0.10 per share (the "Series D Preferred Stock").
2. Stated Value. Each share of Series D Preferred stock shall have a
stated value of Ten Cents ($0.10) (the "Stated Value").
3. Liquidation.
3.1 Upon the liquidation, dissolution or winding up of the business of
the Corporation, whether volunatary or involuntary, each holder of Series D
Preferred Stock shall be entitled to receive, for each share thereof, out of
assets of the Corporation legally available therefore,
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a preferential amount in cash equal to (and not more than) the Stated Value. All
preferential amounts to be paid to the holders of Series D Preferred Stock in
connection with such liquidation, dissolution or winding up shall be paid before
the payment or setting apart for payment of any amount for, or the distribution
of any assets of the Corporation to the holders of (i) any other class or series
of capital stock whose terms expressly provide tht the holders of Series D
Preferred Stock should receive preferenetial payment with respect to such
distribution (to the extent of such preference) and (ii) the Corporation's
Common Stock. If upon any such distribution the assets of the Corporation shall
be insufficient to pay the holders of the outstanding shares of Series D
Preferred Stock (or the holders of any class or series of capital stock ranking
on a parity with the Series D Preferred Stock as to distributions in the event
of a liquidation, dissolution or winding up of the Corporation) the full amounts
to which they shall be entitled, such holders shall share ratably in any
distribution of assets in accordance with the sums which would be payable on
such distribution if all sums payable thereon were paid in full.
3.2 Any distribution in connection with the liquidation, dissolution or
winding up of the Corporation, or any bankruptcy or insolvency prceeding, shall
be made in cash to the extent possible. Whenever any such distribution shall be
paid in property other than cash, the value of such distribution shall be the
fair market value of such property as determined in good faith by the Board of
Directors of the Corporation.
4. Voting. Except as otherwise expressly required by law, each holder
of Series D Preferred Stock shall be entitled to vote on all matters submitted
to the shareholders of the Corporation and shall be entitled to sixty (60) votes
for each share of Series D Preferred Stock owned at the record date for the
determination of shareholders entitled to vote on such matter or, if no such
record date is established, at the date such vote is taken or any written
consent of shareholders is solicited. Except as otherwise required by law, the
holders of shares of Series D Preferred Stock shall vote together with the
holders of Common Stock on all matters and shall not vote as a separtate class.
5. No Right of Conversion. The holders of Series D Preferred Stock
shall have no right or privilege to convert their shares of Series D Preferred
Stock into Common Stock of the Corporation.
6. Record Holders. The Corporation and its transfer agent, if any, for
the Series D Preferred Stock may deem and treat the record holder of any shares
of Series D Preferred Stock as reflected on the books and records of the
Corporation as the sole true and lawful owner thereof for all purposes, and
neither the Corporation nor any such transfer agent shall be affected by any
notice to the contrary.
7. Restrictions and Limitations. Except as expressly provided herein or
as required by law so long as any shares of Series D Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent of
the holders of at least a majority of the
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then-outstanding shares of the Series D Preferred Stock, take any action which
would adversely and materially affect any of the preferences, limitations or
relative rights of the Series D Preferred Stock, including without limitation:
(a) Reduce the amount payable to the holders of Series D Preferred
Stock upon the voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, or change the relative seniority of the liquidation
preferences of the holders of Series D Preferred Stock to the rights upon
liquidation of the holders of any other capital stock in the Corporation:
(b) Cancel or modify adversely and materially the voting rights as
provided in Section 4 hereof; or
(c) Take any action which would result in the change of control of
fifty percent (50%) or more of the ownership of the Corporation.
IN WITNESS WHEREOF, the undersigned, being all of the Directors of the
Corporation, have executed this Certificate of Designation, Powers, Preferences
and Rights of Series D Preferred Stock as of the 11th day of December, 2006.
JUNIPER GROUP, INC.
By: /s/ Vlado P. Hreljanovic
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Vlado P. Hreljanovic, Director
By: /s/ Barry S. Huston
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Barry S. Huston, Director
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