Exhibit 4.2
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20090565996-91
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 7/22/2009 3:42 PM
Website: www.nvsos.gov Entity Number
E0112862009-0
Filed in the office of
CERTIFICATE OF DESIGNATION /s/ Ross Miller
(Pursuant to NRS 78.1955) Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF DESIGNATION FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.1955)
1. Name of Corporation:
Ciralight Global, Inc.
2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock.
(a) DESIGNATION. The series of preferred stock created hereby shall be
designated the Series A Preferred Stock (" Series A Preferred Stock")
(b) AUTHORIZED SHARES. The number of shares of Series A Preferred Stock
shall be One Million (1,000,000) shares having a par value of $.001
per share.
(c) LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the corporation, either voluntary or involuntary, after
setting apart or paying in full the preferential amounts due to
holders of senior capital stock, if any, the holders of the Series A
Preferred Stock shall be entitled to receive, prior and in preference
to any distribution of any of the assets or surplus funds of the
corporation to the holders of junior capital stock, including common
stock, an amount equal to $1.00 per share, plus accrued and unpaid
dividends ("Liquidation Preference"). If upon such liquidation or
winding up of the corporation, the assets of the corporation available
for distribution to the holder of the Series A Preferred (continued on
page 2)
3. Effective date of filing (optional):
(must be no later than 90 days after the certificate is filed)
4. Signature (Required)
/s/ Jeffery Brain, CFO
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Jeffery Brain, CFO
Stock shall be insufficient to permit in full payment of the
Liquidation Preference, then all such assets of the corporation shall
be distributed ratably among the holders of the Series A Preferred
Stock. Neither the consolidation or merger of the corporation nor the
sale, lease or transfer by the corporation of all or part of its
assets shall be deemed a liquidation, dissolution or winding up of the
corporation for purposes of this Section (c).
(d) DIVIDENDS. The Series A Preferred Stock shall not be entitled to
receive any dividends.
(e) VOTING RIGHTS. At any given time, the aggregate number of Series A
Preferred Stock outstanding shall have the right to vote that number
of shares (when added to holder's 3,200,000 shares of common stock)
necessary to provide the holder of the Series A Preferred Stock with
the right to vote 51% of the total votes necessary for the election of
directors and for any acquisition or merger transaction.
(f) REDEMPTION RIGHTS. The corporation shall have the right at any time to
redeem shares of Series A Preferred Stock by paying the holder of same
$1.00 per share redeemed. Such redemption may occur any time the
corporation has money legally available for such redemption and when
the Board of Directors approves such redemption.