Attached files
| file | filename |
|---|---|
| 8-K - Sibling Group Holdings, Inc. | v207478_8k.htm |
| EX-2.1 - Sibling Group Holdings, Inc. | v207478_ex2-1.htm |
| EX-10.9 - Sibling Group Holdings, Inc. | v207478_ex10-9.htm |
| EX-99.4 - Sibling Group Holdings, Inc. | v207478_ex99-4.htm |
| EX-10.5 - Sibling Group Holdings, Inc. | v207478_ex10-5.htm |
| EX-99.2 - Sibling Group Holdings, Inc. | v207478_ex99-2.htm |
| EX-99.1 - Sibling Group Holdings, Inc. | v207478_ex99-1.htm |
| EX-10.1 - Sibling Group Holdings, Inc. | v207478_ex10-1.htm |
| EX-10.4 - Sibling Group Holdings, Inc. | v207478_ex10-4.htm |
| EX-10.2 - Sibling Group Holdings, Inc. | v207478_ex10-2.htm |
| EX-10.6 - Sibling Group Holdings, Inc. | v207478_ex10-6.htm |
| EX-10.8 - Sibling Group Holdings, Inc. | v207478_ex10-8.htm |
| EX-99.3 - Sibling Group Holdings, Inc. | v207478_ex99-3.htm |
| EX-10.7 - Sibling Group Holdings, Inc. | v207478_ex10-7.htm |
| EX-10.3 - Sibling Group Holdings, Inc. | v207478_ex10-3.htm |
| EX-10.10 - Sibling Group Holdings, Inc. | v207478_ex10-10.htm |
Exhibit 3.1(i)
CERTIFICATE
OF DESIGNATION OF
POWERS,
PREFERENCES AND RIGHTS OF
SERIES
COMMON STOCK
OF
SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
FIRST: The
name of the corporation is Sibling Entertainment Group Holdings, Inc. (the “Corporation”).
SECOND: The
Certificate of Formation of the Corporation, as amended, provides that
(a) the Corporation shall have authority to issue 100,000,000 shares of
Common Voting Equity Stock, par value $.0001 per share (the “Common Stock”) and
(b) the Board of Directors is authorized to create one or more separate
series within any class of stock;
THIRD: On
December 30, 2010, the Board of Directors, pursuant to the authority granted in
the Certificate of Formation, and in accordance with Section 21.155 of the Texas
Business Organizations Code has passed a resolution creating Series Common Stock
and fixing the number of shares to be included in such series, and the powers,
designations, preferences, and relative, participating, optional, or other
rights, if any, and the qualifications, limitations, or restrictions, if any,
which are set forth in their entirety in Appendix I
hereto;
FOURTH: this
Certificate of Designation of Powers, Preferences, and Rights of Series Common
Stock (the “Certificate of
Designation”) has been adopted by all necessary action on the part if the
Corporation;
FIFTH: The
Corporation has caused this Certificate of Designation to be signed by Mitchell
Maxwell, its Chief Executive Officer, this 30th day of December,
2010.
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SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
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By:
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/s/ Mitchell
Maxwell
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Mitchell
Maxwell, Chief Executive
Officer
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-1-
APPENDIX
1
TO
CERTIFICATE
OF DESIGNATION OF
POWERS,
PREFERENCES AND RIGHTS OF
SERIES
COMMON STOCK
OF
SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
* *
*
WHEREAS,
the Certificate of Formation of the Corporation, as amended, provides that the
Corporation shall have authority to issue 100,000,000 shares of Common Voting
Equity Stock, par value $.0001 per share (the “Common Stock”) and authorizes
the Board of Directors to issue the Common Stock in one or more Series and to
fix for each such series the number of shares to be included in such series, and
the powers, designations, preferences, and relative, participating, optional, or
other rights, if any, and the qualifications, limitations, or restrictions, if
any, of such series;
WHEREAS,
the Board of Directors, pursuant to its authority as aforesaid, desires to
create and fix the terms of Series Common Stock;
IT IS
HEREBY RESOLVED, that a series of 10,000,000 shares of Common Stock of the
Corporation designated as “Series Common Stock” be and the same is hereby
created;
RESOLVED
FURTHER, that the designation, powers, preferences and relative, participating,
optional, and other special rights with respect to the Series Common Stock and
qualifications, limitations, and restrictions thereof, are as set forth
below:
1. Number
of Shares. The
series of Common Stock designated and known as “Series Common Stock” shall
consist of 10,000,000 shares.
2. Dividends
and Distributions.
(a) The
holders of Series Common Stock shall be entitled to receive dividends when, as,
and if declared by the Board of Directors out of funds legally available for
that purpose.
(b) The
Board of Directors may fix a record date for the determination of holders of
Series Common Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than thirty (30) days
prior to the date fixed for the payment thereof.
(c) In
the event dividends are proposed for payment on Common Stock (other than Series
Common Stock), whether in cash or property, the Corporation shall
contemporaneously pay a dividend on all outstanding shares of Series Common
Stock in a per share amount equal to the product of (a) the per share
amount paid or set aside for Common Stock multiplied
by (b) the Series Conversion Ratio.
-2-
3. Voting
Rights.
(a) Each
share of Series Common Stock will entitle the holder thereof to a number of
votes equal to the Series Conversion Ratio determined as of the record date on
all matters submitted to a vote of the stockholders of the
Corporation.
(b) Except
as provided in Section 3(c) below, the holders of Common Stock, including the
Series Common Stock, shall vote together as a single class on all matters
submitted to a vote of the stockholders of the Corporation.
(c) In
addition to any other vote or consent required herein or by law, for so long as
any shares of Series Common Stock are outstanding, the vote or written consent
of the holders of two-thirds of the Series Common Stock voting together as a
separate series shall have the right to approve, adopt, or effect any of the
following actions:
(i) incur,
create, authorize, or guarantee any indebtedness, if the aggregate indebtedness
of the Corporation and its subsidiaries following such action would exceed
$100,000;
(ii) create
or permit to exist any pledge, mortgage, lien, or encumbrance or grant any
security interest in the assets, business, or properties of the Corporation or
any of its subsidiaries other than those incurred, permitted or granted in the
ordinary course of the Corporation’s business;
(iii) enter
into any acquisition of, or any agreement to acquire, any entity, business, or
business segment whether by merger, share exchange, purchase of capital stock,
purchase of all or substantially all of the assets, consolidation, or similar
transaction;
(iv) authorize,
declare, pay, or accrue any dividend or make any distribution with respect to
the Corporation’s capital securities;
(v) redeem,
repurchase or otherwise acquire for value (or permit any subsidiary to redeem,
repurchase, or acquire for value) any Corporation securities;
(vi) amend,
alter, or repeal any provision of the Corporation’s Certificate of Formation or
Bylaws in a manner that results in an adverse change to the rights, preferences,
or privileges of the Series Common Stock; or
(vii) create,
accommodate, authorize, issue, or obligate itself to issue any new series of
Common Stock.
-3-
4. Certain
Restrictions. If and
whenever dividends are declared on the Series Common Stock, the Corporation
shall not declare or pay dividends, or make any other distributions, on any
other shares of Common Stock, until all dividends on Series Common Stock that
have been declared shall have been paid in full or set aside for
payment.
5. Conversion.
(a) Upon
the vote of the holders of two-thirds of the outstanding Series Common Stock,
voting as a separate class, each then outstanding share of Series Common Stock
shall automatically convert into a number of shares of Common Stock determined
by the formula set forth below:
Where:
|
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C
=
|
number
of shares of Common Stock issuable upon conversion of one share of Series
Common Stock (the “Series
Conversion Ratio”). As of the date of the filing of this
Certificate of Designation, the Series Conversion Ratio was
89.68559095.
|
|
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X
=
|
the
number of shares of Common Stock outstanding on the date of conversion
(excluding the outstanding shares of Series Common
Stock).
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Y
=
|
the
number of outstanding shares of Series Common
Stock
|
(b) Upon
conversion of Series Common Stock into Common Stock, each holder of Series
Common Stock shall surrender the certificate or certificates Series Common
Stock, duly endorsed, at the office of the Company or any transfer agent for the
Series Common Stock. Thereupon, the Company shall promptly issue and
deliver at such office to such holder a certificate or certificates for the
number of shares of Common Stock to which such holder is entitled. No
fractional shares of Common Stock shall be issued and in lieu of any fractional
share issuable to a holder, the number of shares of Common Stock shall be
rounded to the nearest whole share. Such conversion shall be deemed
to have been made at the close of business on the date of the vote for
conversion specified in Section 6(a), and the person or entity entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder of such shares of Common Stock on
such date.
(c) If
at any time or from time to time on or after the filing of this Certificate of
Designation, the Common Stock issuable upon the conversion of the Series Common
Stock is changed into the same or a different number of shares of any class or
classes of stock, whether by recapitalization, reclassification, merger,
consolidation, or otherwise or a subdivision or combination of shares or stock
dividend provided for elsewhere in this Certificate of Designation, in any such
event holders of Series Common Stock shall then have the right to convert such
stock into the kind and amount of stock and other securities and property
received by holders of Common Stock upon such recapitalization,
reclassification, merger, consolidation, or other change.
* *
*
-4-