CERTIFICATE OF DESIGNATION
of
SERIES B CONVERTIBLE PREFERRED STOCK
for
MEDINA INTERNATIONAL HOLDINGS, INC.
MEDINA INTERNATIONAL HOLDINGS, INC. a Colorado corporation (the "Company"),
pursuant to the provisions of Section 7-106-102 of the Colorado Corporations and
Associations Code, does hereby make this Certificate of Designation and does
hereby state and certify that pursuant to the authority expressly vested in the
Board of Directors of the Company by the Articles of Incorporation of the
Company, the Board of Directors, without any shareholder action, which action
was not required to be taken, duly adopted the following resolutions, which
resolutions remain in full force and effect as of the date hereof:
RESOLVED, that, pursuant to Article Third, Section B of the Articles of
Incorporation of the Company, the Board of Directors hereby authorizes the
issuance of, and fixes the designation and preferences and relative,
participating, optional, and other special rights, and qualifications,
limitations and restrictions, of a series of Preferred Stock consisting of One
Hundred (100) shares, with no Par value, to be designated "Series B Convertible
Preferred Stock" (the "Series B Stock").
RESOLVED, that each share of the Series B Stock shall rank equally in all
aspects and shall be subject to the following terms and provisions:
1. Preference on Liquidation. In the event of any voluntary or involuntary
liquidation, distribution of assets (other than the payment of dividends),
dissolution or winding-up of the Company, Series B Stock shall have preferential
rights To common stock whereby Series B Stock shall get a one hundred and fifty
percent (150%) return on its capital, after which time Series B Stock shall
participate, on a pro rata basis, based on the number of shares of the Company's
common stock (the "Common Stock") into which the Series B Stock are convertible
at the time of the liquidation, distribution of assets, dissolution or
winding-up.
2. Voting Rights
(a) General Rights. Except as otherwise provided herein or as required by law,
the Series B Stock shall be voted equally with the shares of the Common Stock of
the Corporation and not as a separate class, at any annual or special meeting of
shareholders of the Corporation, and may act by written consent in the same
manner as the Common Stock, in either case upon the following basis: the holder
of the shares of Series B Stock shall be entitled to such number of votes as
shall be equal to the aggregate number of shares of Common Stock into which such
holder's shares of Series B Stock are convertible immediately after the close of
business on the record date fixed for such meeting or the effective date of such
written consent.
(b) Actions Requiring Separate Votes of Series B Stock. For so long as
shares of Series B Stock remain outstanding, in addition to any other vote
or consent required herein or by law, the vote or written consent of the
holders of a majority of the outstanding Series B Stock shall be necessary
for effecting or validating the following actions:
(i) Any amendment, alteration, or repeal of any provision of the
Articles of Incorporation or Bylaws of the Corporation or any other
action that materially and adversely alters or changes the voting
powers, preferences, or other special rights or privileges, or
restrictions of the Series B Stock; or
(ii) Any increase in the authorized number of shares of Series B
Stock.
3. Conversion. The holders of the Series B Stock shall have the following rights
with respect to the conversion of the Series B Stock into shares of Common Stock
(the "Conversion Rights"):
(a) Conversion. Subject to and in compliance with the provisions
of Section 3, any shares of Series B Stock may, at any time, at the
option of the holder, be converted into fully paid and non-assessable
shares of Common Stock (a "Conversion"). Each 1 shares of Series B
stock shall be converted into 0.2% of the Company's common stock
outstanding at the time of conversion.
(b) Mechanics of the Conversion. Upon a Conversion, the holder of
Series B Stock shall surrender the applicable certificate or
certificates therefore, duly endorsed, at the office of the Company or
any transfer agent for the Series B Stock, and shall give written
notice to the Company, of the Conversion and the number of shares of
Series B Stock being converted. Thereupon, the Company shall promptly
issue and deliver to such holder a certificate or certificates for the
number of shares of Common Stock to which such holder is entitled. A
Conversion shall be deemed to have been made at the close of the first
business day after the date both notice has been given and the
applicable share certificate or certificates have been delivered to
the Company, provided, however, if the foregoing occurs on a business
day, before the close of business, the Conversion shall be deemed to
have occurred at the close of business on that day (the "Conversion
Date"). The person entitled to receive the shares of Common Stock
issuable upon a Conversion shall be treated for all purposes as the
record holder of such shares of Common Stock on such date.
(c) Adjustment for Reclassification, Exchange and Substitution.
If at any time or from time to time after the Common Stock issuable
upon the conversion of the Series B Stock is changed into the same or
a different number of shares of any class or classes of stock, whether
by recapitalization, reclassification or otherwise (other than a
transaction provided for elsewhere in this Section 2), in any such
event each holder of Series B Stock shall have the right thereafter to
convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization,
reclassification or other change by holders of the maximum number of
shares of Common Stock into which such shares of Series B Stock could
have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as
provided herein or with respect to such other securities or property
by the terms thereof.
(d) Reorganizations, Mergers, Consolidations or Sales of Assets.
If at any time or from time to time after the date of issuance of the
Series B Stock, there is a capital reorganization of the Common Stock
(other than a transaction provided for elsewhere in this Section 2),
as a part of such capital reorganization, provision shall be made so
that the holders of the Series B Stock shall thereafter be entitled to
receive upon conversion of the Series B Stock the number of shares of
stock or other securities or property of the Company to which a holder
of the number of shares of Common Stock deliverable upon conversion
would have been entitled on such capital reorganization, subject to
adjustment in respect of such stock or securities by the terms
thereof.
(e) Notices of Record Date. Upon (i) any taking by the Company of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any sale of the Company,
capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, or any voluntary
or involuntary dissolution, liquidation or winding up of the Company,
the Company shall mail to each holder of Series B Stock at least
twenty (20) days prior to the record date specified therein a notice
specifying (A) the date on which any such record is to be taken for
the purpose of such dividend or distribution and a description of such
dividend or distribution, (B) the date on which any such sale of the
Company, reorganization, reclassification, recapitalization,
dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed as to when
the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
sale of the Company, reorganization, reclassification,
recapitalization, dissolution, liquidation or winding up.
(f) Fractional Shares. Any fractional share of Common Stock
resulting from the conversion of the Series B Stock shall be rounded
up to the nearest whole share.
(g) Reservation of Stock Issuable Upon Conversion. The Company
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 B Stock, 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 B Stock. 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 B Stock, the
Company 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.
(h) Notices. Any notice required by the provisions of this
Section 2 shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent
by confirmed telex or facsimile if sent during normal business hours
of the recipient; if not, then on the next business day, (iii) three
(3) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after
deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All notices
shall be addressed to each holder of record at the address of such
holder appearing on the books of the Company.
(i) No Impairment. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization,
recapitalization, 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 Company but
will at all times in good faith assist in the carrying out of all the
provisions of this Section 2 and in the taking of all such action as
may be necessary or appropriate in order to protect the Conversion
Rights of the holder of the Series B Stock against impairment.
5. Redemption.
(a) At any time, the Company may, in its sole discretion, redeem
some or all of the outstanding shares of Series B Stock at a
"Redemption Price" equal to the greater of (i) $1,000 per share or
(ii) the market value of the common stock into which the Series B
Stock is convertible, as of the Redemption Date.
(b) To redeem Series B Stock, the Company, at least Fifteen (15)
days prior to the date on which it desires to redeem such stock (the
"Redemption Date"), shall send the applicable holder of Series B Stock
a notice of the redemption, provided, however, that failure to give
such notice or any defect therein or in the mailing thereof shall not
affect the validity of the proceedings for the redemption of any
shares of Series B Stock. Such notice shall state: (i) the Redemption
Date; (ii) the Redemption Price; and (iii) the number of shares of
Series B Stock to be redeemed.
(c) Upon surrender, in accordance with said notice, of the
certificates for any shares so redeemed (properly endorsed or assigned
for transfer, if the Company shall so require), such shares shall be
redeemed by the Company at the Redemption Price. In case fewer than
all the shares represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the
unredeemed shares without cost to the holder thereof.
(d) All shares of Series B Stock redeemed pursuant to this
Section 5 shall be restored to the status of authorized and unissued
shares of Series B Stock, without designation as to series and may
thereafter be reissued as shares of any series of preferred stock
other than shares of Series B Stock.
This Certificate of Designation has been executed and adopted on behalf
of the Company as of March 26, 2012.
Medina International Holdings, Inc
By: /s/ Daniel Medina
-----------------
Daniel Medina,
Director & President