CERTIFICATE OF THE DESIGNATION, PREFERENCES
RIGHTS AND LIMITATIONS OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
POWERED CORPORATION
POWERED CORPORATION (hereinafter referred to as the "Corporation" or
"Company"), a corporation organized and existing under the laws of the State of
Texas,
DOES HEREBY CERTIFY:
That, the Articles of Incorporation of the Corporation authorizes the
issuance of 5,000,000 shares of Preferred Stock, $.001 par value per share, and
expressly vests in the Board of Directors of the Corporation the authority to
issue any or all of said shares in one or more series and by resolution or
resolutions to establish the designation, number, full or limited voting powers,
or the denial of voting powers, preferences and relative, participating,
optional, and other special rights and the qualifications, limitations,
restrictions and other distinguishing characteristics of each series to be
issued:
RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Articles of Incorporation, the Series A Convertible Preferred
Stock, par value $.001 with a stated value of $1,000.00 per share ("Preferred
Stock"), is hereby authorized and created, said series to consist of up to
30,000 shares. The Series A Convertible Preferred stock shall be issued equally
to each of Jalal Alghani, Khalid Al-Sunaid and James Jeffrey. The voting powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations or restrictions thereof shall be as follows:
1. DIVIDENDS ON PREFERRED STOCK
(a) The holders of Preferred Stock shall be entitled to receive
out of funds legally available therefore, dividends at the same
rate as dividends (other than dividends paid in additional shares
of Common Stock) are paid with respect to the outstanding shares
of the Company's Common Stock, $.001 par value per share ("Common
Stock"), (treating each share of Preferred Stock as being equal
to the number of shares of Common Stock into which each such
share of Preferred Stock could be converted pursuant to the
provisions of Section 2 hereof with such number determined as of
the record date for the determination of holders of Common Stock
entitled to receive such dividend).
(b) Dividends in Kind. In the event the Company shall make or
issue, or shall fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other
distribution with respect to the Common Stock payable in (i)
securities of the Company other than shares of Common Stock or
(ii) assets, then and in each such event the holders of Preferred
Stock shall receive, at the same time such distribution is made
with respect to Common Stock, the number of securities or such
other assets of the Company which they would have received had
their Preferred Stock been converted into Common Stock
immediately prior to the record date for determining holders of
Common Stock entitled to receive such distribution.
2. CONVERSION OF PREFERRED STOCK INTO COMMON STOCK
(a) At the option of each Preferred Stock holder, from time to
time, and at any time until December 31, 2099, the class of
Preferred Stock, in the aggregate, shall be convertible, in the
aggregate, into that number of shares of common stock that is 30%
of the then outstanding common stock at the time of conversion.
Each share of Preferred Stock shall be convertible into common
stock
PRO RATA to its portion of the Preferred Stock class. Each holder
of shares of Preferred
Stock may, at his option and at any time and from time to time,
convert any or all such shares, plus all dividends accrued and
unpaid on such Preferred Stock up to the conversion date, on the
terms and conditions set forth in this Section 2, into fully paid
and non-assessable shares of the Corporation's Common Stock.
After December 31, 2099, the aggregate number of shares that the
class of Preferred Stock may be converted into shall be fixed as
that number of shares of common stock that the Preferred Stock
could have been converted into at 11:59 PM CST on December 31,
2099.
The above notwithstanding, at all times, the aggregate number of
shares of common stock into which the class of Preferred Stock
may be converted shall not be less than 30,000,000 shares of
common stock.
(b) To exercise his conversion privilege, the holder of any
shares of Preferred Stock shall surrender to the Corporation
during regular business hours at the principal executive offices
of the Corporation or the offices of the transfer agent for the
Preferred Stock or at such other place as may be designated by
the Corporation, the certificate or certificates for the shares
to be converted, duly endorsed for transfer to the Corporation
(if required by it), accompanied by written notice stating that
the holder irrevocably elects to convert such shares. Conversion
shall be deemed to have been effected on the date when such
delivery is made, and such date is referred to herein as the
"Conversion Date." Within five (5) business days after the date
on which such delivery is made, the Corporation shall issue and
send (with receipt to be acknowledged) to the holder thereof or
the holder's designee, at the address designated by such holder,
a certificate or certificates for the number of full shares of
Common Stock to which the holder is entitled as a result of such
conversion, and cash with respect to any fractional interest of a
share of Common Stock as provided in paragraph (c) of this
Section 2. The holder shall be deemed to have become a
stockholder of record of the number of shares of Common Stock
into which the shares of Preferred Stock have been converted on
the applicable Conversion Date unless the transfer books of the
Corporation are closed on that date, in which event he shall be
deemed to have become a stockholder of record of such shares on
the next succeeding date on which the transfer books are open,
but the conversion terms shall be that in effect on the
Conversion Date. Upon conversion of only a portion of the number
of shares of Preferred Stock represented by a certificate or
certificates surrendered for conversion, the Corporation shall
within three (3) business days after the date on which such
delivery is made, issue and send (with receipt to be
acknowledged) to the holder thereof or the holder's designee, at
the address designated by such holder, a new certificate covering
the number of shares of Preferred Stock representing the
unconverted portion of the certificate or certificates so
surrendered.
(c) No fractional shares of Common Stock or scrip shall be
issued upon conversion of shares of Preferred Stock. If more than
one share of Preferred Stock shall be surrendered for conversion
at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Preferred Stock
so surrendered. Instead of any fractional shares of Common Stock
which would otherwise be issuable upon conversion of any shares
of Preferred Stock, the Corporation shall make an adjustment in
respect of such fractional interest equal to the fair market
value of such fractional interest, to the nearest 1/100th of a
share of Common Stock, in cash at the Current Market Price (as
defined below) on the business day preceding the effective date
of the conversion. The "Current Market Price" of publicly traded
shares of Common Stock of the Corporation for any day shall be
deemed to be the average of the daily "Closing Prices" for the 10
consecutive trading days preceding the Conversion Date. The
"Closing Price" shall mean the last reported sales price on the
principal national securities exchange on which the Common Stock
is listed or admitted to trading or, if not listed or admitted to
trading on any national
securities exchange, on the National Association of Securities
Dealers Automated Quotations System, or, if the Common Stock is
not listed or admitted to trading on any national securities
exchange or quoted on the National Association of Securities
Dealers Automated Quotations System, the average of the closing
bid and asked prices in the over-the-counter market as furnished
by any New York Stock Exchange member firm selected from time to
time by the Corporation for that purpose.
(d) The Corporation shall at all times reserve for issuance and
maintain available, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the conversion of the
Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all Preferred Stock from time
to time outstanding. The Corporation shall from time to time
(subject to obtaining necessary director and stockholder action),
in accordance with the laws of the State of Texas, increase the
authorized number of shares of its Common Stock if at any time
the authorized number of shares of its Common Stock remaining
unissued shall not be sufficient to permit the conversion of all
of the shares of Preferred Stock at the time outstanding.
(e) If any shares of Common Stock to be reserved for the purpose
of conversion of shares of Preferred Stock require registration
or listing with, or approval of, any governmental authority,
stock exchange or other regulatory body under any federal or
state law or regulation or otherwise, including registration
under the Securities Act of 1933, as amended, and appropriate
state securities laws, before such shares may be validly issued
or delivered upon conversion, the Corporation will in good faith
and as expeditiously as possible meet such registration, listing
or approval, as the case may be.
(f) All shares of Common Stock which may be issued upon
conversion of the shares of Preferred Stock will upon issuance by
the Corporation be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the
issuance thereof.
(g) The Conversion terms in effect shall be subject to
adjustment from time to time as follows:
(i) Stock Splits, Dividends and Combinations. In the event
that the Corporation shall at any time subdivide the
outstanding shares of Common Stock, or shall pay or make a
dividend or distribution on any class of capital stock of
the Corporation in Common Stock, the Conversion terms in
effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately decreased, and in
case the Corporation shall at anytime combine the
outstanding shares of Common Stock, the Conversion terms in
effect immediately prior to such combination shall be
proportionately increased, effective at the close of
business on the date of such subdivision, dividend or
combination, as the case may be.
(ii) Non-Cash Dividends, Stock Purchase Rights, Capital
Reorganization and Dissolutions. In the event:
(A) that the Corporation shall take a record of the
holders of its Common Stock for the purpose of
entitling them to receive a dividend, or any other
distribution, payable otherwise than in cash; or
(B) that the Corporation shall take a record of the
holders of its Common Stock for the purpose of
entitling them to subscribe for or purchase any shares
of stock of any class or other securities, or to
receive any other rights; or
(C) if any capital reorganization of the Corporation,
reclassification of the capital stock of the
Corporation (other than a subdivision or combination of
its
outstanding shares of Common Stock), consolidation or
merger of the Corporation with or into another
corporation, share exchange for all outstanding shares
of Common Stock under a plan of exchange to which the
Corporation is a party, or conveyance of all or
substantially all of the assets of the Corporation to
another corporation; or
(D) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation; then, and
in any such case, the Corporation shall cause to be
mailed to the holders of record of the outstanding
Preferred Stock, at least 10 days prior to the date
hereinafter specified, a notice stating the date on
which (x) a record is to be taken for the purpose of
such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation,
merger, share exchange, conveyance, dissolution,
liquidation or winding up is to take place and the
date, if any is to be fixed, as of which holders of
Corporation securities of record shall be entitled to
exchange their shares of Corporation securities for
securities or other property deliverable upon such
reclassification, reorganization, consolidation,
merger, share exchange, conveyance, dissolution,
liquidation or winding up.
(h) In case any shares of Preferred Stock shall be converted, or
purchased or otherwise acquired by the Corporation, the shares so
converted, purchased or acquired shall be cancelled.
3. VOTING
(a) The shares of Preferred Stock shall be entitled to vote,
together with the shares of the Corporation's Common Stock, on
all matters presented at any annual or special meeting of
stockholders of the Corporation, or may act by written consent in
the same manner as the holders of the Corporation's Common Stock,
upon the following basis: each holder of Preferred Stock shall be
entitled to cast such number of votes for each share of Preferred
Stock held by such holder on the record date fixed for such
meeting, or on the effective date of such written consent, as
shall be equal to the number of shares of the Corporation's
Common Stock into which each of such holder's shares of Preferred
Stock is convertible immediately after the close of business on
the record date fixed for such meeting or the effective date of
such written consent. The Preferred Stock and any other stock
having voting rights shall vote together as one class.
(b) Any amendment to this certificate of the designation,
preferences, rights and limitations of the Preferred Stock shall
require the vote of 75% of the then outstanding shares of
Preferred Stock.
(c) Jalal Alghani, Khalid Al-Sunaid and James Jeffrey each agree
to vote all their shares of Powered stock, whether it is Common
or Preferred stock, in favor of each one of them as an elected
officer and/or director of Powered Corporation, in positions
equal to or greater than the positions held by each of them as of
January 1, 2007, so long as they own any stock in Powered
Corporation.
4. LIQUIDATION RIGHTS
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of
shares of Preferred Stock then outstanding shall be entitled to
receive out of assets of the Corporation available for
distribution to stockholders, before any distribution of assets
is made to holders of any other class of capital stock of the
Corporation, an amount equal to the stated value per share of
Preferred Stock, plus accumulated and unpaid dividends thereon to
the date fixed for distribution ("Liquidation Amount").
(b) A consolidation or merger of the Corporation (in the event
that the Corporation is not the surviving entity) or sale of all
or substantially all of the Corporation's assets shall be
regarded as a liquidation, dissolution or winding up of the
affairs of the Company within the meaning of this Section 4. In
the event of such a liquidation as contemplated by this Section
4(b), the holders of Preferred Stock shall be entitled to receive
an amount equal to the greater of the Liquidation Amount or that
which such holders would have received if they had converted
their Preferred Stock into Common Stock immediately prior to such
liquidation or winding up (without giving effect to the
liquidation preference of or any dividends on any other capital
stock ranking prior to the Common Stock).
(c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation which involves the
distribution of assets other than cash, the Corporation shall
promptly engage competent independent appraisers to determine the
value of the assets to be distributed to the holders of shares of
Preferred Stock and the holders of shares of Common Stock. The
Corporation shall, upon receipt of such appraiser's valuation,
give prompt written notice to each holder of shares of Preferred
Stock of the appraiser's valuation.
5. LIMITATIONS
(a) So long as twenty-five percent (25%) of the shares of
Preferred Stock are outstanding, the Corporation shall not:
(i) create, authorize or issue shares of any class or
series of stock, or any security convertible into such class
or series ranking senior to or on parity with the Preferred
Stock either as to payment of dividends or as distributions
in the event of a liquidation, dissolution or winding up of
the Corporation; or
(ii) amend, alter or repeal any provision of the Articles of
Incorporation or Bylaws of the Corporation so as to affect
adversely the relative rights, preferences, qualifications,
limitations or restrictions (including, without limitation,
expanding the number of members on the Board of Directors)
of the Preferred Stock; or
(iii) declare or pay any dividend on its Common Stock if any
dividends are unpaid on the Preferred Stock; or
(iv) redeem for cash any other securities issued by the
Company; or
(v) directly or indirectly, enter into any merger,
consolidation or other reorganization in which the Company
shall no be the surviving corporation, unless the surviving
corporation shall, prior to such merger, consolidation or
reorganization, agree in writing to assume the obligations
of the Company under the Certificate of Designation.
(b) The provisions of this paragraph 5 shall not in any way
limit the right and power of the Corporation to issue bonds,
notes, mortgages, debentures, common stock, preferred stock
ranking junior to the terms of the Preferred Stock and other
obligations, and to incur indebtedness to banks and to other
lenders.
IN WITNESS WHEREOF, Powered Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by JAMES JEFFREY, its
president, and JOHN MALONE, its secretary,
This 23rd day of January, 2007.
---- -------
Powered Corporation
By: /s/ James Jeffrey
-------------------------
JAMES JEFFREY, President
By: /s/ John Malone
-------------------------
JOHN MALONE, Secretary
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared James
Jeffrey, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this 23rd day of January, 2007.
---- -------
2007.
/S/ Huriya A. Suhir
-------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
My commission expires 01/28/2009
----------
HURIYA A SUHIR
My Commission Expires
January 28, 2009
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared John
Malone, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL of office this 23rd day of January, 2007.
---- -------
2007.
/S/ Huriya A. Suhir
-------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
My commission expires 01/28/2009
----------
HURIYA A SUHIR
My Commission Expires
January 28, 2009
Corporations Section [GRAPHIC OMITED] Roger Williams
P.O.Box 13697 Secretary of State
Austin, Texas 78711-3697
OFFICE OF THE SECRETARY OF STATE
January 25, 2007
Lawyer's Aid Service, Inc.
P. O. Box 848
Austin, TX 78767 USA
RE: POWERED CORPORATION
File Number: 140992700
File Date: 01/25/2007
It has been our pleasure to file the establishment of a series of shares for the
referenced entity. This letter may be used as evidence of the filing and payment
of the filing fee.
If we may be of further service at any time, please let us know.
Sincerely,
Corporations Section
Statutory Filings Division
(512)463-5555
Come visit us on the
internet at
http://www.sos.state.tx.us/
Phone:(512)463-5555 Fax:(512)463-5709 TTY: 7-1-1
Prepared by: Lisa Sartin Document: 158455390002