STATEMENT PURSUANT TO SECTION 10-602
OF THE ARIZONA REVISED STATUTES
CERTIFICATE OF DESIGNATION, NUMBER, POWERS
PREFERENCES AND RELATIVE, PARTICIPATING
OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
OTHER DISTINGUISHING CHARACTERISTICS OF
SERIES A PREFERRED STOCK
OF
UNICO, INCORPORATED
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is UNICO, INCORPORATED.
2. The certificate of incorporation of the Corporation authorizes
issuance of 20,000,000 shares of Preferred Stock with a par value of $0.001
per share, and expressly vests in the Board of Directors of the Corporation
the authority provided therein to issue any or all of said shares in one or
more series in such manner and having such preferences, limitations and
relative rights as to the Board of Directors may designate, as permitted by
the Arizona Code.
3. The Board of Directors of the Corporation, pursuant to the
authority expressly vested in it as aforesaid, has adopted the following
resolution creating a Series A issue of Preferred Stock:
RESOLVED, that ten million (10,000,000) shares of the Preferred Stock (par
value $0.001 per share) are authorized to be issued by this Corporation
pursuant to its certificate of incorporation, and that there be and hereby is
authorized and created a series of preferred stock, hereby designed as the
Series A Preferred Stock, which shall have the voting powers, designations,
preferences and relative participating, optional or other rights, if any, or
the qualifications, limitations, or restrictions, set forth in such
certificate of incorporation and in addition thereto, those following:
(a) DESIGNATION. The Preferred Stock subject hereof shall be designated
Series A Preferred Stock ("Series A Preferred"). No other shares of
Preferred Stock shall be designated as Series A Preferred stock.
(b) DIVIDENDS. The holders of the shares of Series A Preferred shall not be
entitled to receive dividends.
(c) CONVERSION. The Series A Preferred shall, at the option of the holder
thereof, at any time and from time to time, be convertible into that
number of fully paid and non-assessable shares of the common stock of the
Corporation, equal to the number of the shares of Series A Preferred
Stock being converted. The conversion right of the holders of Series A
Preferred Stock shall be exercised by the surrender of the certificates
representing shares to be converted to the Corporation or its transfer
agent for the Series A Preferred, accompanied by written notice electing
conversion. Immediately prior to the close of business on the date the
Corporation receives written notice of conversion, each converting holder
of Series A Preferred shall be deemed to be the holder of record of
common stock issuable upon conversion of such holder's Series A Preferred
notwithstanding that the share register of the Corporation shall then be
closed or that certificates representing such common stock shall not then
be actually delivered to such person.
(d) ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION. If the common stock
issuable upon conversion of the Series A Preferred shall be changed into
the same or different number of shares of any other class or classes of
stock, whether by capital reorganization, reclassification or otherwise,
the conversion rate shall, concurrently with the effectiveness of such
reorganization or reclassification, be proportionately adjusted so that
the Series A Preferred shall be convertible into, in lieu of the number
of shares of common stock which the holders would otherwise have been
entitled to receive, a number of shares of such other class or classes of
stock equivalent to the number of shares of common stock that would have
been subject to receipt by the holders upon conversion of the Series A
Preferred immediately before that change.
(e) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If at any
time or from time to time after the date of this Certificate, there is a
capital reorganization of the common stock (reverse split, forward split,
etc.), as a part of such capital reorganization, provision shall be made
so that the holders of the Series A Preferred shall thereafter be
entitled to receive upon conversion of the Series A Preferred the same
number of shares of common stock to which that holder would have been
entitled prior to such capital reorganization. In essence, the number of
Series A Preferred Stock authorized, issued and outstanding, and the
number of shares of common stock into which such Series A Preferred is
convertible, shall not be affected by any such capital reorganization.
(f) NO IMPAIRMENT. The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by
the Corporation, but will at all times in good faith assist in the
carrying out all the provisions of this Certificate and in the taking of
all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Preferred against
impairment.
(g) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall at
all times reserve and keep available out of its authorized but unissued
shares of common stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred, such number of its
shares of common stock as shall from time to time be sufficient to effect
the conversion of all outstanding shares of the Series A Preferred; and
if at any time the number of authorized but unissued shares of common
stock shall not be sufficient to effect the conversion of all then
outstanding shares of the Series A Preferred, the Corporation will take
such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of common stock to such
number of shares as shall be sufficient for such purpose, including,
without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to this Certificate.
(h) REGISTRATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall
cause to be registered with the Securities and Exchange Commission all
shares of common stock into which the Series A Preferred are convertible
so that the Series A Preferred holders shall, at the time of conversion,
receive registered, free-trading shares of common stock. The Corporation
shall bear all expense necessary with registering such shares of common
stock and shall cause such registration to be in effect before the
eligible conversion date hereinabove stated.
(i) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of
the Series A Preferred shall not be entitled to receive liquidation in
preference to the holders of common shares or any other class or series
of preferred stock. Rather, the Series A Preferred shall automatically
be converted into common stock at the conversion rate hereinabove stated.
(j) INVOLUNTARY LIQUIDATION. In the event of involuntary liquidation, the
shares of this series shall be entitled to the same amounts as in the
event of voluntary liquidation.
(k) OTHER RESTRICTIONS. There shall be no conditions or restrictions upon
the creation of indebtedness of the Corporation, or any subsidiary or
upon the creation of any other series of preferred stock with any other
preferences.
(l) VOTING. (i) The holder of shares of Series A Preferred shall not be
entitled to vote such shares (except as otherwise expressly provided
herein or as required by law, voting together with the Common Stock as a
single class), but shall be entitled to notice of any stockholders'
meeting in accordance with the Bylaws of the Corporation.
(ii) In lieu of voting rights set forth in (l)(i) above, the
holders of Series A Preferred, voting together as a class, shall be
entitled to elect two members of the Board of Directors at each meeting.
In case of any vacancy of an office in the office of a director occurring
among the directors elected by the holders of the Series A Preferred, the
remaining director so elected by the holders of the Series A Preferred
may elect a successor to hold the office for the unexpired term of the
director whose place shall be vacant. Any director who shall have been
elected by the holders of the Series A Preferred or any director so
elected as provided in the preceding sentence hereof, may be removed
during the aforesaid term of office, whether with or without cause, only
by the affirmative vote of the holders of a majority of the Series A
Preferred.
(m) STATED VALUE. The shares of Series A Preferred shall have a stated value
of $0.001 per share.
(n) OTHER PREFERENCES. The shares of the Series A Preferred shall have no
other preferences, rights, restrictions, or qualifications, except as
otherwise provided by law or the certificate of incorporation of the
Corporation.
FURTHER RESOLVED, that the statements contained in the foregoing
resolution creating and designating the said Series A Preferred Stock and
fixing the number, powers, preferences and relative, optional,
participating, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics
thereof shall, upon the effective date of said series, be deemed to be
included in and be a part of the articles of incorporation of the
Corporation.
4. The resolution contained in Section 3 above was adopted on the 21st
day of May, 2004.
5. The resolution contained in Section 3 above was duly adopted by the
Board of Directors.
Dated this ____ day of ______________, 2004.
UNICO, INCORPORATED
By ______________________________________
Ray C. Brown, Chairman of the Board of
Directors and Chief Executive Officer
and _____________________________________
C. Wayne Hartle, Secretary
STATE OF UTAH )
: ss.
COUNTY OF ____________ )
I, __________________________, Notary Public, do hereby certify that on
this __ day of ____________, 2004 personally appeared before me Ray C. Brown
who being by me first duly sworn, declared that he is the Chairman of the
Board of Directors and Chief Executive Officer of Unico, Incorporated, that he
signed the foregoing document as the Chairman of the Board of Directors and
Chief Executive Officer the Corporation, and that the statements therein
contained are true.
_____________________________________
Notary Public
Residing at: ________________________
My Commission Expires:
_____________________