CERTIFICATE OF THE DESIGNATION, PREFERENCES,
RIGHTS AND LIMITATIONS OF
SERIES B 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 B Preferred Stock, par
value $.001 with a stated value of $100.00 per share ("Preferred Stock"), is
hereby authorized and created, said series to consist of up to 4,000 shares. 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.
There shall be dividends on preferred stock of 1%. Dividends are
cumulative.
2. NO CONVERSION.
There shall be no conversion of preferred stock into common stock
3. VOTING
(a) Until December 31,2099, the class of Preferred Stock, in the
aggregate, shall have 51% of the voting power of the Corporation
and shall vote along with the class of common stock. Each share
of Preferred Stock shall vote PRO RATA to its portion of the
Preferred Stock class.
After December 31, 2099, the aggregate number of votes that the
class of Preferred Stock may be converted into shall be fixed as
that number of votes that the Preferred Stock could have voted at
11:59 PM CST on December 31, 2099.
The above notwithstanding, at all times, the aggregate number of
votes which the class of Preferred Stock may be vote shall not be
less than 30,000,000 votes.
(b) 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,
in the number of votes as may be calculated from time to time as
in the above.
(c) 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.
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. 0. 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: 158455600002