CERTIFICATEOF DESIGNATIONS, PREFERENCES AND RIGHTS OFSERIES A CONVERTIBLE PREFERRED STOCK OF VIBERECORDS, INC. NEVADA

 

1.

 

2.

 

2.1

Conversion. The holder of the Series A Convertible Preferred Stock may, in their sole discretion, convert each share of Series A Convertible Preferred Stock into 4,000 shares of the Company’s Common Stock at any time following the date of issuance of the Series A Convertible Preferred Stock. The shares of Common Stock received by the Series A Shareholder upon conversion of the Series A Convertible Preferred Stock shall be called the “Conversion Shares”.  The Conversion Shares shall be fully paid and non-assessable. To convert the shares of Series A Convertible Preferred Stock the Series A Shareholder must give written notice to the Company that the Series A Shareholder elects to convert his or her shares of Series A Convertible Preferred Stock into Common Stock and by surrender of all the certificates for the shares of Series A Convertible Preferred Stock to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Series A Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with addresses and social security numbers) in which the certificates for shares of Conversion Shares shall be issued.

 

2.2

Issuance of Certificates: Time Conversion Effected.  Promptly after the receipt of the written notice referred to in subparagraph 2.1, and surrender of the certificates for the shares of Series A Convertible Preferred Stock to be converted, the Company shall issue and deliver, or cause to be issued and delivered, to the Series A Shareholder, in such name or names as the Series A Shareholder may direct, certificates to each such Series A Shareholder for the number of shares of Conversion Shares issuable upon the conversion of such shares of Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected as of the close of business on the date on which such written notice shall have been received by the Company. At such time the rights of the holders of such shares of Series A Convertible Preferred Stock to be converted shall cease, and the person or persons in whose name or names the certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become holders of record of the common shares represented thereby.

 

3.1

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be pari passu in rights with the holders of the Company’s outstanding preferred stock and senior in rights to the holders of the Company’s Common Stock and shall be entitled to be paid a maximum amount equal to one-hundred dollars ($100.00) per share of Series A Convertible Preferred Stock.  Such amount payable with respect to one share of Series A Convertible Preferred Stock, as the case may be, being sometimes referred to as the "Liquidation Payment” and with respect to all shares of Series A Convertible Preferred Stock being sometimes referred to as the “Liquidation Payments".

 

3.2

If upon such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of Series A Convertible Preferred Stock shall be insufficient to permit payment to the holders of Series A Convertible Preferred Stock and the Company’s other preferred stockholders of the full Liquidation Payments, then the entire assets of the Company to be so distributed shall be distributed ratably among the holders of Series A Convertible Preferred Stock and the holders of the Company’s preferred stock.

 

3.3

Upon any such liquidation, dissolution or winding up of the Company, after the holders of Series A Convertible Preferred Stock and other preferred stockholders shall have been paid in full the amounts to which they shall be entitled as set forth in subparagraph 3.1 above, the remaining net assets of the Company shall be distributed to the holders of Common Stock in proportion to the shares of Common Stock then held by them.

 

3.4

The consolidation or merger of the Company into or with any other entity or entities which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to be issued or paid by any such entity or affiliate thereof, and the sale or transfer by the Company of all or substantially all its assets, shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of the provisions of this paragraph 3, with the result that, unless previously converted into shares of Common Stock, the outstanding shares of Series A Convertible Preferred Stock shall automatically convert into Conversion Shares under the provisions of Section 2 above.

 

5.

Voting Rights.    Each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Convertible Preferred Stock held by such holder are then convertible, with respect to any and all matters presented to the common stockholders of the Company for their action or consideration.  Except as provided by law holders of Series A Convertible Preferred Stock shall vote together with the holders of the Company’s Common Stock as a single class on any actions to be taken by the common stockholders of this Company.

 

6.

Stock to be Reserved. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series A Convertible Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series A Convertible Preferred Stock.

 

7.

Amendments. No provision of these terms of the Series A Convertible Preferred Stock may be amended, modified or waived as to such Series without the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Series A Convertible Preferred Stock.”