Exhibit 4.2
CERTIFICATE OF DESIGNATIONS, POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER
SPECIAL RIGHTS OF THE SERIES A VOTING CONVERTIBLE PREFERRED
STOCK OF SIMEX TECHNOLOGIES, INC.
Pursuant to Section 151
of the Delaware General Corporation
Law
SIMEX TECHNOLOGIES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify that pursuant to the authority
contained in Article IV of its Certificate of Incorporation, and in
accordance with the provisions of Section 151 of the Delaware
General Corporation Law, its Board of Directors has adopted the
following resolution creating the following classes and series of
the Corporation’s $0.001 par value Series A Convertible
Preferred Stock, and determining the voting powers, designations,
powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and
restrictions thereof, of such classes and series:
RESOLVED, that, pursuant to the authority conferred on the Board of
Directors by the Certificate of Incorporation of the Corporation,
there is hereby created a series of preferred stock of 5,000,000
shares, which shall be designated Series A Convertible Preferred
Stock, par value $0.001 per share (the “Series A Preferred
Stock”).
The designations, powers, preferences and relative, participating,
optional and other special rights, and the qualifications,
limitations and restrictions of the Series A Preferred Stock, in
addition to those set forth in the Certificate of Incorporation,
shall be as follows:
(1)
Amount of Series . The corporation shall have the
authority to issue not more than 5,000,000 shares of Series A
Convertible Preferred Stock at the discretion of the Board of
Directors.
(2)
Dividends . Each share of Preferred Stock shall only
be entitled to dividends in an amount equal to any cash dividend
declared on each share of Common Stock, when and if declared, times
the Conversion Factor on the record date for the dividend.
(3)
Liquidation Rights . Any assets distributable to
holders of capital stock of the Corporation upon the liquidation,
dissolution, or winding-up of the affairs of the Corporation shall
be distributed to holders of Common Stock and Preferred Stock on an
“as-converted,” such that each share of Preferred Stock
shall be entitled to receive the amount distributable to each share
of Common Stock times the Conversion Factor on the record date for
the distribution.
{A0042699.DOC}
(4)
Conversion . The shares of Preferred Stock shall be
convertible at the office of the transfer agent for the Common
Stock (the “Transfer Agent”), and at such other place
or places, if any, as the Board of Directors of the Corporation may
designate, into fully paid and non-assessable shares (calculated as
to each conversion to the nearest l/100th of a share) of Common
Stock. The number of shares of Common Stock issuable upon
conversion of each share of the Preferred Stock shall be equal to
forty (40) (the “Conversion Factor”); provided,
however, that such Conversion Factor shall be subject to adjustment
from time to time in certain instances as hereinafter provided. No
fractional shares of Common Stock will be issued, and instead the
number of shares of Common Stock to be issued on conversion of
Preferred Stock will, to the extent necessary, be rounded up to the
nearest whole number of shares.
Before any holder of shares of the Preferred Stock shall be
entitled to convert the same into Common Stock, the holder shall
surrender the certificate or certificates therefor, duly endorsed
to the Corporation or in blank, at the office of the Transfer Agent
or at such other place or places, if any, as the Board of Directors
of the Corporation has designated, and shall give written notice to
the Corporation at said office or place that it elects to convey
the same and shall state in writing therein the name or names (with
addresses) in which it wishes the certificate or certificates for
Common Stock to be issued. The Corporation will, as soon as
practicable thereafter, issue and deliver at said office or place
to such holder of shares of the Preferred Stock, or to its nominee
or nominees, certificates for the number of full shares of Common
Stock to which it shall be entitled as aforesaid. Shares of the
Preferred Stock shall be deemed to have been converted as of the
close of business on the date of the surrender of such shares for
conversion as provided above, and the person or persons entitled to
receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common
Stock as of the close of business on such date.
The Conversion Factor in effect at any time shall be subject to
adjustment as follows:
(i) In case the Corporation shall (A) declare a dividend on its
Common Stock in shares of its capital stock, (B) subdivide its
outstanding shares of Common Stock, (C) combine its outstanding
shares of Common Stock into a smaller number of shares, or (D)
issue by reclassification of its Common Stock (including any such
reclassification in connection with a consolidation or merger in
which the Corporation is the continuing corporation) any shares of
its capital stock, the Conversion Factor in effect at the time of
the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of any share of the
Preferred Stock surrendered for conversion after such time shall be
entitled to receive the kind and amount of shares which it would
have owned or have been entitled to receive had such share of the
Prefer
