CERTIFICATE OF DESIGNATION

Avalon Oil & Gas, Inc., a Nevada corporation (the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation:

 

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the "Board") by the provisions of the Articles of Incorporation of the Corporation (the "Articles of Incorporation"), there is hereby created, out of the one million (1,000,000) shares of preferred stock, par value ten cents ($.10) per share, of the Corporation authorized in Article Fourth of the Articles of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of two thousand (2,000) shares, which series shall have the following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions:

 

 

The series of Preferred Stock of the Corporation created pursuant to this Certificate of Designation (the "Certificate of Designation") shall be designated the "Series B Convertible Preferred Stock" (the "Series B Preferred Stock") and the authorized number of shares constituting such series shall be two thousand (2,000). The face amount of each share of the Series B Preferred Stock shall be one thousand dollars ($1,000) dollars which on an aggregate basis shall equal two million ($2,000,000) dollars (the "Stated Value"). Any and all shares of Series B Preferred Stock issued by the Corporation which have been paid for and delivered shall be deemed fully paid and holders of record of the outstanding shares of Series B Preferred Stock (the "Holders") shall not be liable for any further call or assessment thereon. Any and all shares of Series B Preferred Stock issued by the Corporation shall be registered with the Corporation in the name of the Holder, and shall appear on the share records of the Corporation in the name of the Holder.

 

 

(A)       Any preferred stock of the Corporation ranking junior to the Series B Preferred Stock as to Dividends (defined in Article "3" of this Certificate of Designation), distributions and as to distributions of assets upon a Liquidating Transaction (defined in Paragraph "E" of Article "5" of this Certificate of Designation) shall be hereinafter referred to as "Junior Preferred Stock".

 

(B)       The one hundred (100) shares of Series A Preferred Stock which are presently issued and outstanding shall rank senior to the Series B Preferred Stock as to Dividends (defined in Article "3" of this Certificate of Designation), distributions and as to distributions of assets upon a Liquidating Transaction (defined in Paragraph "E" of Article "5" of this Certificate of Designation).

 

 

3.                Dividends.

 

(A) Holders shall be entitled to receive, when and as authorized by the Board, the following dividends (the "Dividends"): (i) at a rate equal to eight percent (8.00%) percent per annum payable in cash Such Dividends shall accrue from the date upon which the Corporation receives the subscription funds for the Series B Preferred Stock (the "Issuance Date") from the Holder, and shall be payable annually in arrears on January 15th of each year or, if not a business day, on the next succeeding business day (each, a "Dividend Payment Date"). A "Dividend Period" shall mean, with respect to the first "Dividend Period", the period from and including the Issuance Date to and including the first Dividend Payment Date, and with respect to each subsequent "Dividend Period", the period from, but excluding, a Dividend Payment Date to and including the next succeeding Dividend Payment Date. Dividends shall be payable to Holders as they appear in the share records of the Corporation at the close of business on the applicable record date, which shall be the fifteenth (15th) day of the calendar month in which the applicable Dividend Payment Date falls (each, a "Dividend Record Date").

 

If the terms and provisions of any agreement of the Corporation entered into prior to the date of issuance of any share of the Series B Preferred Stock, including any agreement relating to its indebtedness, prohibit the Corporation's declaration of a Dividend, payment or setting apart for payment, or provide that such declaration of a Dividend, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law, then no Dividends on shares of Series B Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation upon the Dividend Payment Date.

 

Notwithstanding the foregoing, Dividends on the Series B Preferred Stock shall accrue regardless of whether the terms and provisions of this Certificate of Designation at any time prohibit the current payment of Dividends, regardless of whether the Corporation has earnings and regardless of whether such Dividends are authorized or declared. Furthermore, Dividends shall be declared and paid when due in all events to the fullest extent permitted by law and, if revaluation of the Corporation or its assets would permit payment of Dividends which would otherwise be prohibited, then such revaluation shall be done. Accrued but unpaid Dividends on the Series B Preferred Stock shall accumulate as of the Dividend Payment Date upon which any Dividend first becomes payable.

 

If, on any Dividend Payment Date, the Corporation does not pay the entire amount of accrued and unpaid Dividends, but the Corporation does pay a portion of the accrued and unpaid Dividends, then all Dividends declared upon the Series B Preferred Stock shall be declared pro rata.

Any Dividend payment made upon shares of the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid Dividend due with respect to such shares which remains payable. Holders shall not be entitled to any Dividend, whether payable in cash, property or shares in excess of full cumulative Dividends upon the Series B Preferred Stock as set forth in this Certificate of Designation.

 

 

For federal income tax purposes, the Corporation shall report distributions on the Series B Preferred Stock as dividends, to the extent of the Corporation's current and accumulated earnings and profits (as determined for federal income tax purposes).

 

 

(A) Upon any "Liquidating Transaction" (hereinafter defined), the holder of the one hundred (100) issued and outstanding shares of Series A Preferred Stock shall have priority over the Holders of Series B Preferred Stock to receive out of the assets of the Corporation legally available for distribution to its stockholders an amount on such date equal to:

 

(i)     Five thousand ($5,000) dollars per share of Series A Preferred Stock, which equals a total of five hundred thousand ($500,000) dollars (in view of the fact that the one hundred (100) issued and outstanding shares of Series A Preferred Stock were issued to satisfy loans made to the Corporation by the holder of said shares in the amount of five hundred thousand ($500,000) dollars); plus

 

(ii)    Any accrued and unpaid dividends on such shares of Series A Preferred Stock.

 

(B) Upon any "Liquidating Transaction", after the holder of shares of Series A Preferred Stock receives payment pursuant to Paragraph "A" of this Article "5" of this Certificate of Designation, then the Holders are entitled to be paid out of the remaining assets of the Corporation legally available for distribution to its stockholders an amount equal to:

 

(i)     The face amount of each share purchased by the Holder; plus

 

(ii)    Any accrued and unpaid dividends to the date of payment. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of Common Stock or any other class or series of Junior Preferred Stock.

 

 

(C) Following payment, first, to the holder of the Series A Preferred Stock of the full preferential amounts described in Paragraph "A" of this Article "5" of this Certificate of Designation and, second, to the Holders of the Series B Preferred Stock of the full preferential amounts described in Paragraph "B" of this Article "5" of this Certificate of Designation, the remaining assets (if any) of the Corporation available for distribution to stockholders of the Corporation shall be distributed, subject to the rights of the holders of shares of any other series of Junior Preferred Stock ranking senior to the Common Stock as to distributions upon a Liquidating Transaction, pro rata among (i) the holder of the then outstanding shares of Series A Preferred Stock (as if the Series A Preferred Stock had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution) (ii) the Holders of the then outstanding shares of Series B Preferred Stock (as if the Series B Preferred Stock had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution) and (iii) the holders of the Common Stock and any other shares of capital stock of the Corporation ranking on a parity with the Common Stock as to distributions upon a Liquidating Transaction. If upon a Liquidating Transaction the assets available for payment pursuant to this Paragraph "C" of this Article "5" of this Certificate of Designation are insufficient to permit the payment to the holders of (i) the Series A Preferred Stock and (ii) the Series B Preferred Stock of the full preferential amounts described in this Paragraph, then all the remaining available assets shall be distributed among the holders of the then outstanding Series A Preferred Stock and Series B Preferred Stock pro rata as if the Series B Preferred Stock had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution.

 

(D) After payment of the full amount of the liquidating distributions to which each Holder is entitled, the Holders shall have no right or claim to any of the remaining assets of the Corporation.

 

(E) For purposes of this Certificate of Designation, a "Liquidating Transaction" of the Corporation shall mean a (i) voluntary or involuntary liquidation, dissolution or winding up of the Corporation, (ii) the sale, transfer, conveyance, other disposal, exclusive lease, exclusive license or other disposition of all or substantially all of the assets, property or business of the Corporation, (iii) the effectuation of a transaction or series of related transactions in which more than fifty (50%) percent of the voting power of the Corporation is disposed of (other than as a direct result of normal, uncoordinated trading activities in the Common Stock generally), (iv) a transaction or series of transactions in which any person or "group" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires more than fifty (50%) percent of the voting equity of the Corporation or (v) a transaction or series of transactions that constitutes or results in a "going private transaction" (as defined in Rule 13(e)-3 promulgated pursuant to the Securities Exchange Act of 1934 and the regulations of the Commission issued thereunder).

 

6.                Company Redemption.

 

(A) The Corporation may, at any time, or from time to time, in whole or in part, redeem shares of Series B Preferred Stock without prior written consent of the Holders. The Series B Preferred Stock may be redeemed by the Corporation for the following amounts:

 

 

(B) Procedure for Redemption.

 

(i)       The Corporation shall give notice of its election to redeem any Series B Preferred Stock by providing written notice (the "Redemption Notice") pursuant to Paragraph "A" of Article "6" of this Certificate of Designation, not less than thirty (30) nor more than ninety (90) days prior to the date designated as the date for the redemption (the "Redemption Date"), to the Holders whose shares of Series B Preferred Stock are to be redeemed, addressed to them at their respective addresses appearing on the books of the Corporation.

 

(ii)      In addition to any information required by law or by the applicable rules of any exchange upon which Series B Preferred Stock may be listed or admitted to trading, the Redemption Notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of shares of Series B Preferred Stock to be redeemed; (D) the place or places where the Series B Preferred Stock are to be surrendered for payment of the redemption price; and (E) that Dividends on the shares to be redeemed shall cease to accrue on such redemption date. If less than all of the Series B Preferred Stock held by any Holder is to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed.

 

(iii)       Holders of Series B Preferred Stock to be redeemed shall surrender such Series B Preferred Stock at the place designated in the Redemption Notice and, upon surrender in accordance with the Redemption Notice of the certificates for shares of Series B Preferred Stock so redeemed (properly endorsed or assigned for transfer, if such endorsement or assignment is required pursuant to the Redemption Notice), such shares of Series B Preferred Stock shall be redeemed by the Corporation at the redemption price plus any accrued and unpaid dividends payable upon such redemption. If less than all the shares of Series B Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares of Series B Preferred Stock without cost to the holder thereof.

 

(iv)       Any balance of monies deposited by the Corporation for the purpose of redeeming Series B Preferred Stock but unclaimed by the holders of the Series B Preferred Stock entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall have a claim against the Corporation for payment without interest or other earnings of the funds so repaid.

 

(C) If only a portion of Series B Preferred Stock then outstanding is to be redeemed at a given time, the Corporation shall select, out of all issued and outstanding shares of Series B Preferred Stock, the shares to be redeemed in whatever manner shall be determined by the Board in its sole and absolute discretion, including, but not limited to, selecting Holders at random whose shares of Series B Preferred Stock are to be redeemed.

(D) As of the Redemption Date specified in the Redemption Notice, each Holder of shares of Series B Preferred Stock to be redeemed shall be entitled to receive for the shares of Series B Preferred Stock to be redeemed the price set forth in Paragraph "A" of this Article "6" of this Certificate of Designation, upon presentation and surrender of the certificate or certificates of Series B Preferred Stock held by the Holder at the place designated in the Redemption Notice, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank and bearing all necessary stock transfer stamps affixed and cancelled.

 

(E) Immediately prior to or upon any redemption of Series B Preferred Stock, the Corporation shall pay the cash value of any accumulated and unpaid Common Stock Dividends, to and including the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case each holder of Series B Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date.

 

 

(A) The Holders shall have no voting rights and their consent shall not be required for the taking of any corporate action, except as otherwise required by the Nevada Revised Statutes; provided, however, that as long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the written consent or affirmative vote of the Holders of two-thirds of the outstanding shares of Series B Preferred Stock, (i) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock ranking either as to payment of dividends, distributions or as to distributions of assets upon Liquidation (x) prior to the Series B Preferred Stock, or (y) on a parity with the Series B Preferred Stock or (ii) take any action which would adversely affect the preferences and/or rights of the Holders.

 

(B) The Corporation shall not, from and after the date of the date of issuance of any share of the. Series B Preferred Stock, enter into any agreement, amend or modify any existing agreement or obligation, or issue any security which prohibits, conflicts or is inconsistent with, or would be breached by, the Corporation's performance of its obligations set forth in this Certificate of Designation.

 

8.	Notice of Certain Corporate Action.

 

If the Corporation (i) creates, authorizes or issues any class, series or shares of Preferred Stock or any other class of capital stock ranking either as to payment of dividends, distributions or as to distributions of assets upon Liquidation prior to the Series B Preferred Stock, or on a parity with the Series B Preferred Stock or (ii) takes any action which would adversely affect the preferences and/or rights of the Holders; then the Corporation shall cause to be filed at each office or agency maintained for such purpose, and shall cause a written notice to be mailed to all Holders pursuant to Paragraph "A" of Article "10" of this Certificate of Designation, at least thirty (30) days prior to the date of the applicable event set forth in clauses (i) or (ii) of this Article "9" of this Certificate of Designation or any stockholders' meeting called to approve such applicable event set forth in clauses (i) or (ii) of this Article "9" of this Certificate of Designation, stating the date upon which the Corporation shall create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock ranking either as to payment of dividends, distributions or as to distributions of assets upon Liquidation prior to the Series B Preferred Stock, or on a parity with the Series B Preferred Stock, or take any action which would adversely affect the preferences and/or rights of the Holders. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action upon the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of the Series B Preferred Stock. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (i) or (ii) of this Article "9" of this Certificate of Designation.

 

 

9.	Miscellaneous.

 

(A) Notice. Any notice or other communication required or permitted pursuant to this Certificate of Designation shall be sufficiently given if sent by (i) mail by (a) certified mail, postage prepaid, return receipt requested and (b) first class mail, (ii) overnight delivery with confirmation of delivery or (iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows:

or in each case to such other address and facsimile number as shall have last been furnished by like notice. If all of the methods of notice set forth in this Paragraph "A" of this Article "10" of this Certificate of Designation are impossible for any reason, notice shall be in writing and personally delivered to the aforesaid addresses. Each notice or communication shall be deemed to have been given as of the date so mailed or delivered as the case may be; provided, however, that any notice sent by facsimile shall be deemed to have been given as of the date so sent if a copy thereof is also mailed by first class mail on the date sent by facsimile. If the date of mailing is not the same as the date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be the date upon which notice is given; provided further, however, that any notice sent by overnight delivery shall be deemed to have been given as of the date of delivery.

 

 

(B)Enforceability. If any provision which is contained in this Certificate of Designation, should, for any reason, be held to be invalid or unenforceable in any respect under the laws of any State of the United States, such invalidity or unenforceability shall not affect any other provision of this Certificate of Designation and this Certificate of Designation shall be construed as if such invalid or unenforceable provision had not been contained herein.

 

(C)Governing Law. This Certificate of Designation shall in all respects be construed, governed, pursuant to the internal laws of the State of Nevada without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of Nevada and made pursuant to the laws of the State of Nevada, and enforced by courts of the State of Minnesota. The Holder and the Corporation hereby consent and submit to the exclusive jurisdiction of the courts of the State of Minnesota in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The Holder and Corporation hereby waive trial by jury and personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "(C)" of this Article "10" of this Certificate of Designation. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

 

(D)Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Certificate of Designation shall be deemed to have been made unless expressly in writing and signed by the Corporation against whom such waiver is charged; and (i) the failure of the Corporation to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Certificate of Designation or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Certificate of Designation to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure and (iii) no waiver by the Corporation of one breach by another party shall be construed as a waiver of any other or subsequent breach.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf this 11th day of February, 2013.