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CERTIFICATE OF DESIGNATION
of
SERIES C CONVERTIBLE PREFERRED STOCK
for
MEDINA INTERNATIONAL HOLDINGS, INC.
MEDINA INTERNATIONAL HOLDINGS, INC. a Colorado corporation (the
"Company"), pursuant to the provisions of Section 7-106-102 of the Colorado
Corporations and Associations Code, does hereby make this Certificate of
Designation and does hereby state and certify that pursuant to the authority
expressly vested in the Board of Directors of the Company by the Articles of
Incorporation of the Company, the Board of Directors, without any shareholder
action, which action was not required to be taken, duly adopted the following
resolutions, which resolutions remain in full force and effect as of the date
hereof:
RESOLVED, that, pursuant to Article Third, Section B of the Articles of
Incorporation of the Company, the Board of Directors hereby authorizes the
issuance of, and fixes the designation and preferences and relative,
participating, optional, and other special rights, and qualifications,
limitations and restrictions, of a series of Preferred Stock consisting of Five
Hundred (500) shares, with $0.001 value, to be designated "Series C Convertible
Preferred Stock" (the "Series C Stock").
RESOLVED, that each share of the Series C Stock shall rank equally in
all aspects and shall be subject to the following terms and provisions:
1. Preference on Liquidation. In the event of any voluntary or
involuntary liquidation, distribution of assets (other than the payment of
dividends), dissolution or winding-up of the Company, Series C Stock shall have
preferential rights To common stock whereby Series C Stock shall get a one
hundred and fifty percent (150%) return on its capital, after which time Series
C Stock shall participate, on a pro rata basis, based on the number of shares of
the Company's common stock (the "Common Stock") into which the Series C Stock
are convertible at the time of the liquidation, distribution of assets,
dissolution or winding-up.
2. Minimum Holding Period. Investors will hold the C Series Preferred Stock
for a minimum period of six months from the issuance date before converting such
shares into shares of restricted Common stock of the Company.
3. Voting Rights.
(a) General Rights. Except as otherwise provided herein or as
required by law, the Series C Stock shall be voted equally with the shares of
the Common Stock of the Corporation and not as a separate class, at any annual
or special meeting of shareholders of the Corporation, and may act by written
consent in the same manner as the Common Stock, in either case upon the
following basis: the holder of the shares of Series C Stock shall be entitled to
such number of votes as shall be equal to the aggregate number of shares of
Common Stock into which such holder's shares of Series C Stock are convertible
immediately after the close of business on the record date fixed for such
meeting or the effective date of such written consent.
4. Conversion. The holders of the Series C Stock shall have the following
rights with respect to the conversion of the Series C Stock into shares of
Common Stock (the "Conversion Rights"):
(a) Conversion. Subject to and in compliance with the provisions of
this Section 4, any shares of Series C Stock may, at any time, at the option of
the holder, be converted into fully paid and non-assessable shares of Common
Stock (a "Conversion"). Each 1 share of Series C stock shall be convertable into
62,500 common shares of the Company's common stock.
(b) Mechanics of the Conversion. Upon a Conversion, the holder of
Series C Stock shall surrender the applicable certificate or certificates
therefore, duly endorsed, at the office of the Company or any transfer agent for
the Series C Stock, and shall give written notice to the Company, of the
Conversion and the number of shares of Series C Stock being converted.
Thereupon, the Company shall promptly issue and deliver to such holder a
certificate or certificates for the number of shares of Common Stock to which
such holder is entitled. A Conversion shall be deemed to have been made at the
close of the first business day after the date both notice has been given and
the applicable share certificate or certificates have been delivered to the
Company, provided, however, if the foregoing occurs on a business day, before
the close of business, the Conversion shall be deemed to have occurred at the
close of business on that day (the "Conversion Date"). The person entitled to
receive the shares of Common Stock issuable upon a Conversion shall be treated
for all purposes as the record holder of such shares of Common Stock on such
date.
(c) Notices of Record Date. Upon (i) 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 or other
distribution, or (ii) any sale of the Company, capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company, or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, the Company shall mail to each holder of Series C Stock at least
ten (10) days prior to the record date specified therein a notice specifying (A)
the date on which any such record is to be taken for the purpose of such
dividend or distribution and a description of such dividend or distribution, (B)
the date on which any such sale of the Company, reorganization,
reclassification, recapitalization, dissolution, liquidation or winding up is
expected to become effective, and (C) the date, if any, that is to be fixed as
to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such sale of the Company,
reorganization, reclassification, recapitalization, dissolution, liquidation or
winding up.
(d) Fractional Shares. Any fractional share of Common Stock resulting from
the conversion of the Series C Stock shall be rounded up to the nearest whole
share.
(e) 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 C Stock, 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 C Stock. 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 C Stock, 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 purpose.
(f) Notices. Any notice required by the provisions of this
Section 2 shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on the next business day, (iii) three (3) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All notices
shall be addressed to each holder of record at the address of such holder
appearing on the books of the Company.
(g) No Impairment. The Company will not, by amendment of its
Articles 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 4 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the holder
of the Series C Stock against impairment.
5. Redemption.
(a) At any time, the Company may, in its sole discretion,
redeem some or all of the outstanding shares of Series C Stock at a "Redemption
Price" equal to the greater of (i) $6,000 per share or (ii) the market value of
the common stock into which the Series C Stock is convertible, as of the
Redemption Date.
(b) To redeem Series C Stock, the Company, at least Fifteen
(15) days prior to the date on which it desires to redeem such stock (the
"Redemption Date"), shall send the applicable holder of Series C Stock a notice
of the redemption, provided, however, that failure to give such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
proceedings for the redemption of any shares of Series C Stock. Such notice
shall state: (i) the Redemption Date; (ii) the Redemption Price; and (iii) the
number of shares of Series C Stock to be redeemed.
(c) Upon surrender, in accordance with said notice, of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Company shall so require), such shares shall be redeemed by the
Company at the Redemption Price. In case fewer than all the shares represented
by any such certificate are redeemed, a new certificate or certificates shall be
issued representing the unredeemed shares without cost to the holder thereof.
(d) All shares of Series C Stock redeemed pursuant to this
Section 5 shall be restored to the status of authorized and unissued shares of
Series C Stock, without designation as to series and may thereafter be reissued
as shares of any series of preferred stock other than shares of Series C Stock.
[Signatures on following page]
This Certificate of Designation has been executed and adopted on behalf
of the Company as of August 1, 2012.
Medina International Holdings, Inc
By: /s/ Daniel Medina
-----------------
Daniel Medina,
Director & Presiden
