Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K DATED DECEMBER 31, 2009 - Ocean Thermal Energy Corp | k123109.htm |
| EX-31.01 - Ocean Thermal Energy Corp | ex3101k123109.htm |
| EX-32.01 - Ocean Thermal Energy Corp | ex3201k123109.htm |
| EX-10.07 - Ocean Thermal Energy Corp | ex1007k123109.htm |
TETRIDYN
SOLUTIONS, INC.
DESIGNATION
OF RIGHTS, PRIVILEGES, AND PREFERENCES OF
SERIES
A PREFERRED STOCK
Pursuant to the provisions of Nevada
Revised Statutes, Section 78.195, et seq, the undersigned
corporation, TetriDyn Solutions, Inc. (the “Corporation”), hereby adopts the
following Designation of Rights, Privileges, and Preferences of Series A
Preferred Stock (the “Designation”):
FIRST: The name of
the Corporation is TetriDyn Solutions, Inc.
SECOND: The
following resolution establishing a series of preferred stock designated as the
“Series A Preferred Stock” consisting of 1,200,000 shares, par value
$0.001, was duly adopted by the board of directors of the Corporation on
November 12, 2009, in accordance with the articles of incorporation of the
Corporation and the corporation laws of the state of Nevada:
RESOLVED,
there is hereby created a series of preferred stock of the Corporation to be
designated as the “Series A Preferred Stock” consisting of 1,200,000
shares, par value $0.001 (referred to herein as the “Series A Preferred Stock”),
with the following powers, preferences, rights, qualifications, limitations, and
restrictions:
1. Liquidation. In
the event of any voluntary or involuntary liquidation (whether complete or
partial), dissolution, or winding up of the Corporation, the holders of the
Series A Preferred Stock shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders, whether from
capital, surplus, or earnings, an amount per share whether payable in cash or in
kind equal to 1/20 of the amount paid per share of common stock at the time of
liquidation.
2. Voting
Rights. The Series A Preferred Stock may be voted on any
matter submitted to the stockholders for consideration, with each share of
Series A Preferred Stock having voting power equivalent to 100 shares of common
stock, and voting along with the common stock as a single class, except where
required by law to be voted separately.
3. Non-transferability. The
Series A Preferred Stock shall not be transferable to any other party and may
only be sold back to the Corporation.
4. Additional
Provisions
4.01 No
change in the provisions of the Series A Preferred Stock set forth in this
Designation affecting any interests of the holders of any shares of Series A
Preferred Stock shall be binding or effective unless such change shall have been
approved or consented to by the holders of a majority of the Series A Preferred
Stock in the manner provided in the corporation laws of the state of Nevada, as
the same may be amended from time to time.
4.02 Any
notice required or permitted to be given to the holders of the Series A
Preferred Stock under this Designation shall be deemed to have been duly given
if mailed by first class mail, postage prepaid, to such holders at their
respective addresses appearing on the stock records maintained by or for the
Corporation and shall be deemed to have been given as of the date deposited in
the United States mail.
IN WITNESS WHEREOF, the foregoing
Designation of Rights, Privileges, and Preferences of Series A Preferred Stock
of the Corporation has been executed this 25th day of March, 2010.
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ATTEST:
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TETRIDYN
SOLUTIONS, INC.
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By:
/s/ Antoinette R. Knapp
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By:
/s/ David W. Hempstead
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Antoinette
R. Knapp, Vice President
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David
W. Hempstead, President
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STATE
OF IDAHO
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)
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:ss
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COUNTY
OF BANNOCK
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)
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On March 25, 2010, before me, the
undersigned, a notary public in and for the above county and state, personally
appeared Antoinette R. Knapp and David W. Hempstead, who being by me duly sworn,
did state, each for themselves, that he, David W. Hempstead, is the president,
and that she, Antoinette R. Knapp, is the vice-president, of TetriDyn Solutions,
Inc., a Nevada corporation, and that the foregoing Designation of Rights,
Privileges, and Preferences of Series A Preferred Stock of TetriDyn Solutions,
Inc. was signed on behalf of such corporation by authority of a resolution of
its board of directors, and that the statements contained therein are
true.
WITNESS MY HAND AND OFFICIAL
SEAL.
/s/
Samantha J. Damron
Notary
Public
Pocatello,
Idaho
Expires:
3/20/2014
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Notary
Seal of
Samantha
J. Damron
Notary
Public
State
of Idaho
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