Exhibit 4.1
CERTIFICATE OF DESIGNATION OF
LAWRENCE CONSULTING GROUP, INC.
Series A Convertible Preferred Stock
Pursuant to Section 151(g) of the Delaware General Corporation Law,
Lawrence Consulting Group, Inc., a Delaware corporation (the "Corporation"),
does hereby certify as follows:
1. The following resolution was duly adopted by the sole director of the
Corporation by an action in writing on January 25, 2006:
RESOLVED, that pursuant to Article FOURTH of the Certificate of
Incorporation of this Corporation, there be created a series of the
preferred stock, par value $.0001 per share, consisting of 1,175,000
shares, to be designated as the Series A Convertible Preferred Stock
("Series A Preferred Stock"), and that the holders of shares of the Series
A Preferred Stock shall have the voting power, designations, preferences,
limitations, restrictions and relative rights in the Certificate of
Designation set forth in Exhibit A to this Action in Writing; and it is
further
RESOLVED, that any one of the chief executive officer, president and
chief financial officer (each, an "Authorized Officer") of this
Corporation be, and hereby is, authorized and empowered to execute and
file with the Secretary of State of the State of Delaware, the Certificate
of Designation
2. Set forth as Exhibit A to this Certificate of Designation is a true and
correct copy of the rights, preferences and privileges of the holders of the
Series A Preferred Stock.
IN WITNESS WHEREOF, Lawrence Consulting Group, Inc. has caused this
certificate to be signed by its president this 25th day of January, 2006.
By:
-----------------------------------------
Dov Perlysky, President
Exhibit A
Statement of Designation
Series A Convertible Preferred Stock
The designation of, the number of shares constituting, and the rights,
preferences, privileges and restrictions relating to, the Series A Convertible
Preferred Stock are as follows:
1. Designation and Number of Shares.
(a) The designation of this series of one million one hundred seventy five
thousand (1,175,000) shares of preferred stock, par value $.0001 per share
("Preferred Stock"), created by the Board of Directors of the Corporation
pursuant to the authority granted to it by the certificate of incorporation of
the Corporation is "Series A Convertible Preferred Stock," which is hereinafter
referred to as the "Series A Preferred Stock." In the event of the conversion of
shares of Series A Preferred Stock into this Corporation's common stock, par
value $.0001 per share ("Common Stock"), pursuant to Section 4 of this Statement
of Designation, or in the event that the Corporation shall otherwise acquire and
cancel any shares of Series A Preferred Stock, the shares of Series A Preferred
Stock so converted or otherwise acquired and canceled shall have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series until such stock is once more designated as part of a particular series
by the Corporation's Board of Directors. In addition, if the Corporation shall
not issue the maximum number of shares of Series A Preferred Stock, the
Corporation may, from time to time, by resolution of the Board of Directors,
reduce the number of shares of Series A Preferred Stock authorized, provided,
that no such reduction shall reduce the number of authorized shares to a number
which is less than the number of shares of Series A Preferred Stock then issued
or reserved for issuance. The number of shares by which the Series A Preferred
Stock is reduced shall have the status of authorized but unissued shares of
Preferred Stock, without designation as to series, until such stock is once more
designated as part of a particular Series A by the Corporation's Board of
Directors. The Board of Directors shall cause to be filed with the Secretary of
State of the State of Delaware such certificate as shall be necessary to reflect
any reduction in the number of shares constituting the Series A Preferred Stock.
2. Dividend Rights.
(a) Except as provided in Section 2(b) of this Statement of Designation,
the holders of the Series A Preferred Stock shall be not entitled to receive any
dividends.
(b) If the Corporation shall pay to the holders of Common Stock any
dividends or other distributions, other than distributions payable in shares of
Common Stock, the Corporation shall pay to the holders of the Series A Preferred
Stock a dividend per share of Series A Preferred Stock equal to the dividend
which would have been paid if the Series A Preferred Stock had been converted
into Common Stock on and as of the record date for such dividend. Such dividend
shall be paid on the same dividend payment date that the dividend is paid to the
holders of the Common Stock, and the record date shall be the same record date
used for determining holders of Common Stock entitled to such dividend. Any
dividends shall be paid only out of funds of this Corporation legally available
therefor.
3. Voting Rights.
(a) Except as otherwise required by law or as provided in Section 3(b) or
Section 3(c) of this Statement of Designation, the holders of the Series A
Preferred Stock shall have no voting right.
(b) The vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock shall be required for any amendment to this Certificate
of Designation.
(c) The Corporation shall not take any of the following actions without
the approval of the holders of a majority of the shares of Series A Preferred
Stock:
(i) The merger or consolidation of the Corporation with or into any other
corporation or other entity.
(ii) The sale by the Corporation of all or a significant portion of its
business and assets.
(iii) The acquisition of any business or entity if such acquisition
provides for the payment of consideration, including equity, of more than
$1,000,000 or the resulting issuance of such number of shares of capital stock
(including convertible securities) which would be more than 10% of the
outstanding Common Stock (including Common Stock that is issuable upon
conversion or exercise of convertible securities, including options and
warrants).
(iv) The creation or issuance of any class or series of capital stock
which is senior to or on a parity with the Series A Preferred Stock as to
dividends, voting or voluntary or involuntary liquidation, dissolution or
winding up.
(d) Where the holder of the Series A Preferred Stock vote as a single
class, each share of Series A Preferred Stock shall be entitled to one vote. The
consent may be given in writing by the holders of a majority of the outstanding
shares of Series A Preferred Stock without a meeting.
4. Conversion into Common Stock.
(a) The shares of Series A Preferred Stock shall not be convertible into
Common Stock until and unless a Conversion Event, as hereinafter defined, shall
occur. Upon the occurrence of a Conversion Event, each share of Series A
Preferred Stock shall be converted into Common Stock at the Conversion Rate, as
hereinafter defined.
(b) A Conversion Event shall mean the filing of a certificate of amendment
to the Corporation's certificate of incorporation which increases the
Corporation's authorized capital stock to 10,000,000 shares of Preferred Stock
and 50,000,000 shares of Common Stock.
(c) The Conversion Rate shall mean the number of shares of Common Stock
issuable upon conversion of one share of Series A Preferred Stock. The
Conversion Rate shall initially be 13.616 shares of Common Stock for each share
of Preferred Stock, subject to adjustment in the event of any stock split, stock
distribution, stock dividend, combination of shares, reverse split or any other
recapitalization.
-2-
(d) In the event of the merger or consolidation of the Corporation in a
transaction in which the Corporation is not the surviving entity, the shares of
Series A Preferred Stock then outstanding will be deemed converted into Common
Stock immediately prior to the effective time of the transaction or as otherwise
provided in the agreement of merger or consolidation which has been approved by
the holders of a majority of the outstanding shares of Series A Preferred Stock.
(e) No fractional shares shall be issued upon conversion of the Series A
Preferred Stock into Common Stock. In the event that fractional shares would be
issuable, the Corporation will issue upon conversion such additional fractional
share as will result in the issuance of a whole number of shares of Common
Stock.
(f) The Common Stock issuable upon conversion of the Series A Preferred
Stock shall, when so issued, be duly and validly authorized and issued, fully
paid and non-assessable.
5. Redemption. The Corporation shall have no right to redeem any shares of
Series A Preferred Stock.
6. Liquidation Rights.
(a) In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, subject to the rights of to the
rights of the holders of any class or series of capital stock which is senior to
the Series A Preferred Stock upon voluntary or involuntary liquidation,
dissolution or winding up, the holders of the Series A Preferred Stock will be
treated as if the Series A Preferred Stock were converted into Common Stock
based on the Conversion Rate in effect at the time of such liquidation,
dissolution or winding up.
(b) The sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
and assets of the Corporation shall be deemed a voluntary dissolution,
liquidation or winding up of the Corporation for purposes of this Section 6.
(c) The consolidation or merger of the Corporation into another
corporation in which the Corporation is not the surviving corporation shall be
governed by Section 4(d) of this Certificate of Designation.
(d) In the event the assets of the Corporation available for distribution
to the holders of shares of Series A Preferred Stock upon dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 6(a)(i) of this Statement of Designation, no such
distribution shall be made on account of any shares of any other class or series
of capital stock of the Corporation ranking on a parity with the shares of
Series A Preferred Stock upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
Series A Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.
(e) Upon the dissolution, liquidation or winding up of the Corporation,
the holders of shares of Series A Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders all amounts to which such holders are entitled
pursuant to Section 6(a)(i) of this Statement of Designation before any payment
shall be made to the holders of any class or series of capital stock of the
Corporation ranking junior upon liquidation to Series A Preferred Stock.
-3-
7. Notice. Each notice or other communication pursuant to this Statement
of Designation shall be in writing signed by the party giving such notice, and
delivered personally or sent by overnight courier, mail or messenger against
receipt thereof or sent by registered or certified mail, return receipt
requested, to the Corporation at its executive offices, or to such other address
or person as the Corporation may advise the holders of the Series A Preferred
Stock by like notice, or to any holder at his address set forth on the
Corporation's records. Notices shall be deemed to have been received on the date
of personal delivery or, if sent by certified or registered mail, return receipt
requested, shall be deemed to be delivered on the fifth (5th) business day after
the date of mailing, except that notice of change in the person or address shall
be effective on actual receipt.
8. Rank of Series. For purposes of this Certificate of Designation, any
stock of any series or class of the Corporation shall be deemed to rank:
(a) prior to the shares of Series A Preferred Stock, as to dividends or
upon liquidation, dissolution or winding up, as the case may be, if the holders
of such class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the holders of
shares of Series A Preferred Stock;
(b) on a parity with shares of Series A Preferred Stock, as to dividends
or upon liquidation, dissolution or winding up, as the case may be, whether or
not the dividend rates, dividend payment dates or redemption or liquidation
prices per share or sinking fund provisions, if any, be different from those of
Series A Preferred Stock, if the holders of such stock shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in proportion to their
respective dividend rates or liquidation prices, without preference or priority,
one over the other, as between the holders of such stock and the holders of
shares of Series A Preferred Stock; and
(c) junior to shares of Series A Preferred Stock as to dividends or upon
liquidation, dissolution or winding up, as the case may be, if such class shall
be Common Stock or if the holders of shares of Series A Preferred Stock shall be
entitled to receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, as the case may be, in preference
or priority to the holders of shares of such class or classes.
9. No Preemptive Rights. No holder of the Series A Preferred Stock shall,
as such holder, be entitled as of right to purchase or subscribe for any shares
of stock of the Corporation of any class or any series now or hereafter
authorized or any securities convertible into or exchangeable for any shares, or
any warrants, options, rights or other instruments evidencing rights to
subscribe for or purchase any such shares, whether such shares, securities,
warrants, options, rights or other instruments be unissued or issued and
thereafter acquired by the Corporation.
10. Transfer Agent and Registrar. The Corporation may appoint a transfer
agent and registrar for the issuance, transfer and conversion of the Series A
Preferred Stock and for the payment of dividends to the holders of the Series A
Preferred Stock.
-4-