Exhibit - B
FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK
VERINT SYSTEMS INC.
The undersigned, being the Chief Legal Officer of Verint Systems Inc., a Delaware corporation (hereinafter called the Company), in accordance with Section 242 of the General Corporation Law of the State of Delaware (the DGCL), does hereby certify as follows:
FIRST: The Amended and Restated Certificate of Incorporation of the Company (the Certificate of Incorporation) authorizes the issuance of up to 2,500,000 shares and currently authorizes the issuance of up to 2,207,000 shares of preferred stock, par value $0.001 per share, of the Company (Preferred Stock) in one or more series, of which 200,000 shares have been designated as Series A Convertible Perpetual Preferred Stock (the Series A Preferred Stock), and expressly authorizes the Board of Directors of the Company (the Board), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for multiple series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and
SECOND: It is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series.
NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (this Certificate of Designation) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows:
1. Designation. There shall be a series of Preferred Stock that shall be designated as Series B Convertible Perpetual Preferred Stock (the Series B Preferred Stock) and the number of shares constituting such series (Shares) shall be 200,000. The rights, preferences, powers, restrictions and limitations of the Series B Preferred Stock shall be as set forth herein. The Series B Preferred Stock shall be issued in book-entry form on the Companys share ledger, subject to the rights of holders to receive certificated Shares under the DGCL.
2. Defined Terms. For purposes hereof, the following terms shall have the following meanings:
Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
Board has the meaning set forth in the Recitals.
Certificate of Designation has the meaning set forth in the Recitals.
Certificate of Incorporation has the meaning set forth in the Recitals.
Change in Tax Law has the meaning set forth in Section 8.7(a).
Change of Control means (a) any sale, transfer, conveyance or disposition (including through an exclusive license of intellectual property) in one or a series of transactions of all or substantially all of the consolidated assets of the Company to a Person or group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than to a subsidiary of the Company or a Person that becomes a subsidiary of the Company; or (b) any sale, consolidation, merger, recapitalization or other transaction of the Company with or into another Person or group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (whether or not the Company is the surviving Company) that results in the holders of Common Stock (or other voting stock of the Company, including shares of Common Stock determined on an as-converted basis assuming all Preferred Stock then outstanding had been