DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada ###-###-#### ###-###-#### Website: secretaryofstate.biz Certificate of Designation (PURSUANT TO NRS 78.1955)

 

 

ATTACHMENT TO THE

CERTIFICATE OF DESIGNATION OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

SENTRA CONSULTING CORP.

It is hereby certified that:

a)    The name of the corporation (hereinafter called the “Company) is Sentra Consulting Corp.

b)    The articles of incorporation of the Company authorizes issuance of 10,000,000 shares of preferred stock, par value $0.001 per share, and expressly vests in the Board of Directors of the Company the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Company.

c)    The Board of Directors of the Company, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series B issue of convertible Preferred Stock:

RESOLVED, that there be and hereby is authorized and created a series of preferred stock, hereby designated as the Series B Convertible Preferred Stock, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such articles of incorporation and in addition thereto, those following:

1.    Designation and Amount. The preferred stock subject hereof shall be designated Series B Convertible Preferred Stock (“Series B Preferred”), and the number of shares constituting Series B Preferred shall be one thousand five hundred (1,500). No other shares of preferred stock shall be designated as Series B Preferred.

2.    Dividends. Dividends may be paid on the Series B Preferred as and when declared by the Board of Directors. The dividends shall be distributed among the holders of the Series B Preferred, Series A Preferred and the Company’s common stock, par value $0.001 (the “Common Stock”), pro rata in proportion to the total number of shares of Common Stock held by each holder (assuming the conversion into Common Stock of all outstanding shares of Series B Preferred and Series A Preferred), provided, however, that the holders of Series A Preferred shall have preference to the declaration and payment of any dividend prior to the declaration and payment of any dividend payable to the holders of the Series B Preferred.

3.    Conversion. The holders of the Series B Preferred shall have conversion rights as follows (the “Conversion Rights”):

(a)    Right to Convert. At the option of the holder thereof, at any time and from time to time, each share of Series B Preferred shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price (as defined below) by the lower of (i) a conversion price of $0.25 per share as adjusted as provided herein (the “Conversion Price”), or (ii) the daily volume weighted average market price of the Common Stock as quoted by Bloomberg, LP for the 30 trading days immediately preceding the Conversion Date (as defined below) less a 10% discount thereof, provided, however, that under no circumstances shall said number be reduced to less than $0.20 per share. The Original Issue Price for each share of Series B Preferred shall be One Thousand dollars ($1,000) per share.

(b)    Mechanics of Conversion. Before any holder of Series B Preferred shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series B Preferred, and shall give written notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted (the “Conversion Date”), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposed as the record holder or holders of such shares of Common Stock as of such date. All shares of Series B Preferred which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.

 

(c)    Conversion Price Adjustments of Series A Preferred for Certain Splits and Combinations. The Conversion Price of the Series B Preferred shall be subject from time to time as follows:

(i)    Stock Splits, Etc. In the event the Company should at any time or from time to time after the date upon which any shares of the Series B Preferred were first issued (the “Purchase Date”) fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or for the determination of the outstanding shares of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock without payment of any consideration by such holder for the additional shares of Common Stock, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price in effect immediately prior to such split, subdivision, dividend or other distribution, as the case may be, shall be adjusted appropriately.

(ii)    Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company to other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3(c)(i), then, in each such case for the purpose of this subsection (ii), the holders of the Series B Preferred shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series B Preferred are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(iii)    Recapitalizations. In the event there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in Section 3), provision shall be made so that the holders of the Series B Preferred shall thereafter be entitled to receive upon conversion of the Series B Preferred the number of shares of stock or other securities or property of the Company or otherwise, which a holder of Common Stock deliverable upon conversion immediately prior to such recapitalization would have been entitled to receive on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the holders of the Series B Preferred after the recapitalization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Series B Preferred) shall be applicable after that event as nearly equivalently as may be practicable.

(d)    Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall issue Additional Shares of Common Stock (as defined below) without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event such Conversion Price shall be reduced, concurrently with such issue, to such issuance price, which thereafter shall be the Conversion Price, provided, however, that in no event shall the Conversion Price shall less than $0.20 per share. No adjustment in the Conversion Price shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Company is less than the Conversion Price in effect on the date of, and immediately prior to such issue.

(i)    Definition of Additional Shares of Common Stock. Additional Shares of Common Stock shall mean all shares of Common Stock issued (or deemed to be issued pursuant to Section 3(d)(ii)) by the Company after the Purchase Date, other than shares of Common Stock issued, issuable or, deemed to be issued:

1)    upon conversion of shares of the Series A Preferred or Series B Preferred;

 

2)    to officers, directors, or employees of, or consultants to, the Company pursuant to stock grant, option plan or other stock incentive program or arrangement approved by the Board of Directors for employees, officers, directors or consultants of the Company;

 

3)    as a dividend or distribution on the Series B Preferred;

 

4)    in connection with any transaction for which adjustment is made pursuant to Section 3 hereof;

 

5)    securities of the Company issued to a Strategic Investor. As used herein, the term “Strategic Investor” shall mean that a majority of the Company’s Board of Directors determines that such investor is a strategic investor; and

 

6)    securities of the Company issued pursuant to an offering to all of the then current stockholders of the Company pro-rata to the number of shares of the Company held by such stockholders (assuming the conversion into Common Stock of all the then outstanding shares of Series A Preferred).

(ii)    Options and Convertible Securities. In the event that the Company at any time after the Purchase Date shall issue any rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock (“Options”) or any evidences of indebtedness, preferred stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities and the exercise or conversion price of said Options or Convertible Securities is less than the Conversion Price, then the issuance of such Options or Convertible Securities shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

1)    the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options or Convertible Securities shall be deemed to have been issued for a consideration equal to the consideration received by the Company for the issuance of such Options or Convertible Securities as the case may be, plus the exercise price provided for in such Options or Convertible Securities for the Common Stock covered thereby;

2)    no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities, in each case, pursuant to their respective terms;

3)    if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

4)    upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(A)    in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(B)    in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised.

 

(e)    No Impairment. The Company will not, by amendment of its Article of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred against impairment.

(f)    No Fractional Shares and Certificate as to Adjustment. No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series B Preferred pursuant to this Section 3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

(g)    Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series B Preferred, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. Any notice required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred shall be deemed given within ten (10) days of deposit in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.

(h)    Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred, in addition to such other remedies as shall be available to the holder of such Series B Preferred, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purposes.

4.    Voting Rights.  Except as otherwise provided herein or by law, each holder of shares of Series B Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series B Preferred could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class). The holders of Series B Preferred shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and applicable law. Fractional votes shall not, however, be permitted, and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series B Preferred held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held.

Notwithstanding anything contained herein to the contrary, the Company shall not, without the approval by vote or written consent of the holders of the majority of the Series B Preferred then outstanding: (i) amend its Certificate of Incorporation in any manner that would alter or change the rights, preferences, privileges or restrictions of the Series B Preferred, so as to materially adversely affect such Series B Preferred; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on a parity with the Series B Preferred; or (iii) authorize any other equity security, including any other security convertible into or exercisable for any equity security, having rights or preferences senior to or being on a parity with the Series B Preferred as to dividend rights or liquidation or voting preferences.

5.    Preference and Participation Upon Liquidation, Dissolution or Winding Up.

 

(a)    In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary, the holders of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of Series B Preferred and Common Stock by reason of their ownership thereof, the amount such holders are entitled to pursuant to the terms and provisions of the Certificate of Designation of the Series A Preferred. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred shall be insufficient to permit the payment to such holders of the distribution to which they are then entitled, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred in proportion to the preferential amounts each such holder is entitled to receive.

 

(b)    Upon the completion of the distribution required by subparagraph (a) of this Section 5, the holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the Original Issue Price plus the sum of any accrued but unpaid cumulative dividends (the “Preference Amount”) in preference to any distribution to the holders of Common Stock.

(c)    Upon the completion of the distribution required by subparagraphs (a) and (b) of this Section 5, the remaining assets of the Company available for distribution to stockholders shall be distributed among the holders of Common Stock and to the holders of the Preferred Stock (on an as-if converted basis) pro rata in proportion to the number of shares of Common Stock held by each holder.

(d)    For purposes of this Section 5, a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by, or to include (i) the sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Company or (ii) the acquisition of the Company by any other person by means of consolidation or merger of the Company with or into one or more persons (excluding any merger of the Company for the purpose of changing the domicile of the Company); unless, in either event, the Company’s stockholders of record immediately prior to such acquisition or sale will, immediately after such acquisition or sale, hold at least 50% of the voting power of the surviving entity.

7.    Redemption. At any time following the two-year anniversary of the Purchase Date, the Company shall have the right, upon 10-days prior notice to the holders of the Series A Preferred, to (i) redeem all of the issued and outstanding Series B Preferred at a redemption price equal to the Original Issue Price or (ii) convert all the issued and outstanding shares of Series B Preferred to Common Stock at the then applicable conversion rate as set forth in Section 3.

8.    Status of Acquired Shares. Shares of Series B Preferred acquired by the Company shall be restored to the status of authorized but unissued shares of capital stock, without designation as to series, and, subject to the other provisions hereof, may thereafter be issued.

9.    Other Preferences. The shares of the Series B Preferred shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Company.