Exhibit 3(i)-b
Certificate of Designation
<PAGE>
STATE or DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/31/2000
001442414 -- 2965334
CERTIFICATE OF
DESIGNATION OF PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF
MEDIQUIK SERVICES, INC. SERIES A PREFERRED STOCK
Section 1. Designation.
Hereby designated as "Series A Preferred Stock" are 1,000,000
shares of the Preferred Stock of the Corporation, with the powers, rights,
preferences, qualifications, limitations and restrictions specified herein.
Section 2. Dividend Rights.
In the event dividends are paid on any share of Common Stock,
an additional dividend shall be paid with respect to all outstanding shares of
Series A Preferred Stock in an amount equal per share (on an as-if-converted to
Common Stock basis) to the amount paid or set aside for each share of Common
Stock. The provisions of this Section 2 shall not, however, apply to (i) a
dividend payable in Common Stock; (ii) the acquisition of shares of any Common
Stock in exchange for shares of any other capital stock; or (iii) any repurchase
of any outstanding securities of the Corporation that is approved by the
Corporation's Board of Directors.
Section 3. Voting Rights.
(a) General Rights. Except as otherwise provided herein or as
required by law, the Series A Preferred Stock shall be voted 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: each holder of shares of Series A Preferred Stock shall be
entitled to such number of votes as shall be equal to the whole number of shares
of Common Stock into which such holder's aggregate number of shares of Series A
Preferred Stock are convertible (pursuant to Section 5 hereof) immediately after
the close of business on the record date fixed for such meeting or the effective
date of such written consent
(b) Separate Vote of Series A Preferred Stock. For so long as
at least twenty-five percent (25%) of the shares of Series A Preferred Stock
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of a majority in interest of
the outstanding Series A Preferred Stock shall be necessary for effecting or
validating the following actions:
(i) Any amendment, alteration or repeal of any provision
of the Articles or Bylaws of the Corporation that affects adversely the voting
powers, preferences or other special rights or privileges. qualifications,
limitations, or restrictions of the Series A Preferred Stock; or
DESIGNATION OF PREFERENCES - 1
<PAGE>
(ii) Any authorization, whether by reclassification or
otherwise, or change in the authorized amount of any class of shares or series
of equity securities of the Corporation ranking on a parity with or senior to
the Series A Preferred Stock in right of redemption, liquidation, preference,
voting or dividends.
Section 4. Liquidation Rights.
(a) Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, before any distribution or
payment shall be made to the holders of Common Stock, the holders of Series A
Preferred Stock shall be entitled to be paid out of the assets of the
Corporation an amount per share of Series A Preferred Stock equal to the
Original Issue Price, reduced by the amount of any cash dividends previously
declared and paid on such Series A Preferred Stock (as adjusted for any stock
dividends, combinations, splits, recapitalization and the like with respect to
such shares) for each share of Series A Preferred Stock held by them. The
Original Issue Price of the Series A Preferred Stock shall be $40.00 per share.
(b) After the payment of the full liquidation preference of
the Series A Preferred Stock as set forth in Section 4(a) above, the remaining
assets of the Corporation legally available for distribution, if any, shall be
distributed ratably to the holders of the Common Stock and Series A Preferred
Stock.
(c) The following events shall be considered a liquidation
under this Section 4, provided such event has been approved by the holders of a
majority of the then outstanding Common Stock voting as a separate class:
(i) any consolidation or merger of the Corporation with
or into any other corporation or other entity or person, or any other corporate
reorganization, in which the shareholders of the Corporation immediately prior
to such consolidation, merger or reorganization own less than fifty percent
(50%) of the Corporation's voting power immediately after such consolidation,
merger or reorganization, or any transaction or series of related transactions
in which in excess of fifty percent (50%) of the Corporation's voting power is
transferred (an "Acquisition"); or
(ii) a sale, lease, transfer or other disposition of all
or substantially all of the assets of the Corporation (an "Asset Transfer").
(d) If, upon any liquidation, distribution or winding up, the
assets of the Corporation shall be insufficient to make payment in full to all
holders of Series A Preferred Stock of the liquidation preference set forth in
Section 4(a) above, then such assets shall be distributed among the holders of
Series A Preferred Stock at the time outstanding, ratably in proportion to the
full amounts to which they would otherwise be respectively entitled.
DESIGNATION OF PREFERENCES - 2
<PAGE>
Section 5. Conversion Rights.
The holders of Series A Preferred Stock shall have the
following rights with respect to the conversion of the Series A Preferred Stock
into shares of Common Stock (the "Conversion Rights").
(a) Optional Conversion. Subject to and in compliance with the
provisions of this Section 5, any shares of Series A Preferred Stock may, at the
option of the holder, be converted at any time into fully-paid and nonassessable
shares of Common Stock. The number of shares of Common Stock to which a holder
of Series A Preferred Stock shall be entitled upon conversion shall be the
product obtained by multiplying the "Series A Conversion Rate" then in effect
(determined as provided in Section 5(b) below) by the number of shares of Series
A Preferred Stock being converted.
(b) Series A Conversion Rate. The conversion rate in effect at
any time for conversion of the Series A Preferred Stock (the "Series A
Conversion Rate") shall be the quotient obtained by dividing the Original Issue
Price of the Series A Preferred Stock by the "Series A Conversion Price,"
calculated as provided in Section 5 (c) below.
(c) Conversion Price. The conversion price for the Series A
Preferred Stock shall initially be 5% of the Original Issue Price of the Series
A Preferred Stock (the "Series A Conversion Price"). Such initial Series A
Conversion Price shall be adjusted from time to time in accordance with this
Section 5. All references to the Series A Conversion Price herein shall mean the
Series A Conversion Price as so adjusted.
(d) Mechanics of Conversion. Each holder of Series A Preferred
Stock who desires to convert the same into shares of Common Stock pursuant to
this Section 5 shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any transfer agent for the Series
A Preferred Stock, and shall give written notice to the Corporation at such
office that such holder elects to convert the same. Such notice shall state the
number of shares of Series A Preferred Stock being converted. Thereupon, the
Corporation 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 and shall promptly pay in cash or, to the extent
sufficient funds are not then legally available therefor, in Common Stock (at
the Common Stock's fair market value determined by the Board of Directors as of
the date of such conversion), any declared and unpaid dividends on the shares of
Series A Preferred Stock being converted. Such conversion shall be deemed to
have been made at the close of business on the date of such surrender of the
certificates representing the shares of Series A Preferred Stock to be
converted, arid the person 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.
(e) Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time or from time to time after the date that the first
share of Series A Preferred Stock is issued (the "Original Issue Date") effect a
subdivision of the outstanding Common Stock, the Series A Conversion Price in
effect immediately before that subdivision shall be proportionately decreased.
Conversely, if the Corporation shall at any time or from time
DESIGNATION OF PREFERENCES - 3
<PAGE>
to time after the Original Issue Date combine the outstanding shares of Common
Stock into a smaller number of shares, the Series A Conversion Price in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this Section 5(e) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(f) Adjustment for Common Stock Dividends and Distributions.
If the Corporation at any time or from time to time after the Original Issue
Date makes, or fixes a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, in each such event the Series A Conversion
Price that is then in effect shall be decreased as of the time of such issuance
or, in the event such record date is fixed, as of the close of business on such
record date, by multiplying the Series A Conversion Price then in effect by a
fraction (1) the numerator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date, and (2) the denominator of which is
the total number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance or the close of business on such record date
plus the number of shares of common Stock issuable in payment of such dividend
or distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Series A Conversion Price shall be recomputed accordingly as
of the close of business on such record date and thereafter the Series A
Conversion Price shall be adjusted pursuant to this Section 5(f) to reflect the
actual payment of such dividend or distribution.
(g) Adjustments for Other Dividends and Distributions. If the
Corporation at any time or from time to time after the Original Issue Date
makes, or fixes a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Corporation other than shares of Common Stock, in each such event provision
shall be made so that the holders of the Series A Preferred Stock shall receive
upon conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of other securities of the Corporation which
they would have received had their Series A Preferred Stock been converted into
Common stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 5 with respect to the rights of the holders of the Series A Preferred
Stock or with respect to such other securities by their terms.
(h) Adjustment for Reclassification, Exchange and
Substitution. If at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of the Series A Preferred Stock is
changed into the same or a different number of shares or any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than an
Acquisition or Asset Transfer as defined in Section 4(c), a recapitalization,
subdivision or combination of shares or stock dividend or a reorganization.
merger, consolidation or sale of assets provided for elsewhere in this section
5), in any such event each holder of Series A Preferred Stock shall have the
right thereafter to convert such stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification
DESIGNATION OF PREFERENCES - 4
<PAGE>
or other change by holders of the maximum number of shares of Common Stock into
which such shares of Series A Preferred Stock could have been converted
immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein or with respect to such other
securities or property by the terms thereof.
(i) Reorganization, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time after the Original Issue Date, there
is a capital reorganization of the Corporation (other than an Acquisition or
Asset Transfer as defined in Section 4(c), a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section 5), as a part of such capital reorganization,
provision shall be made so that the holders of the Series A Preferred Stock
shall thereafter be entitled to receive upon conversion of the Series A
Preferred Stock the number of shares of stock or other securities or property of
the Corporation to which a holder of the number of shares of Common Stock
deliverable upon conversion would have been entitled on such reorganization,
subject to adjustment in respect of such stock or securities by the terms
thereof. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of Series A Preferred Stock after the capital reorganization to the
end that the provisions of this Section 5 (including adjustment of the Series A
Conversion Price then in effect and the number of shares issuable upon
conversion of the Series A Preferred Stock) shall be applicable after that event
and be as nearly equivalent as practicable.
(j) Sale of Shares Below Series A Conversion Price.
(i) If at any time or from time to time after the
Original Issue Date, the Corporation issues or sells, or is deemed by the
express provisions of this subsection (j) to have issued or sold, Additional
Shares of Common Stock (as hereinafter defined), other than as a dividend or
other distribution on any class of stock as provided in Section 5(f) above, and
other than a subdivision or combination of shares of Common Stock as provided in
Section 5(e) above, for an Effective Price (as hereinafter defined) less than
the then effective Series A Conversion Price, then and in each such case the
then existing Series A Conversion Price shall be reduced, as of the opening of
business on the date of such issue or sale, to a price determined by multiplying
the Series A Conversion Price by a fraction (i) the numerator of which shall be
(A) the number of shares of Common Stock deemed outstanding (as defined below)
immediately prior to such issue or sale, plus (B) the number of shares of Common
Stock which the aggregate consideration received (as defined in subsection
(j) (ii) by the Corporation for the total number of Additional Shares of Common
Stock so issued would purchase at such Series A Conversion Price, and (ii) the
denominator of which shall be the number of shares of Common Stock deemed
outstanding (as defined below) immediately prior to such issue or sale plus the
total number of Additional Shares of Common Stock so issued. For the purposes of
the preceding sentence, the number of shares of Common Stock deemed to be
outstanding as of a given date shall be the sum of (A) the number of shares of
Common Stock actually outstanding, (B) the number of shares of Common Stock into
which the then outstanding shares of Series A Preferred Stock could be converted
if fully converted on the day immediately preceding the given date, and (C) the
number of shares of Common Sock which could be obtained through the exercise or
conversion of all other rights. options and convertible securities on the day
immediately preceding the given date.
DESIGNATION OF PREFERENCES - 5
<PAGE>
(ii) For the purpose of making any adjustment required
under this Section 5(j), the consideration received by the Corporation for any
issue or sale of securities shall (A) to the extent it consists of cash, be
computed at the net amount of cash received by the Corporation after deduction
of any underwriting or similar commissions, compensation or concessions paid or
allowed by the Corporation in connection with such issue or sale but without
deduction of any expenses payable by the Corporation, (B) to the extent it
consists of property other than cash, be computed at the fair value of that
property as determined in good faith by the Board of Directors, and (C) if
Additional Shares of Common Stock, Convertible Securities (as hereinafter
defined) or rights or options to purchase either Additional Shares of Common
Stock or Convertible Securities are issued or sold together with other stock or
securities or other assets of the Corporation for a consideration which covers
both, be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board of Directors to be allocable to
such Additional Shares of Common Stock, Convertible Securities or rights or
options.
(iii) For the purpose of the adjustment required under
this Section 5(j), if the Corporation issues or sells any rights or options for
the purchase of or stock or other securities convertible into Additional Shares
of Common Stock (such convertible stock or being herein referred to as
"Convertible Securities") and if the Effective Price of such Additional Shares
of Common Stock is less than the Series A Conversion Price, in each case the
Corporation shall be deemed to have issued at the time of the issuance of such
rights or options or Convertible Securities the maximum number of Additional
Shares of Common Stock issuable upon exercise or conversion thereof and to have
received as consideration for the issuance of such shares an amount equal to the
total amount of the consideration, if any, received by the Corporation for the
issuance of such rights or options or Convertible Securities, plus, in the case
of such rights or options, the minimum amounts of consideration, if any, payable
to the Corporation upon the exercise of such rights or options, plus, in the
case of Convertible Securities, the minimum amounts of consideration, if any,
payable to the Corporation (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) upon the conversion
thereof; provided, that if in the case of Convertible Securities the minimum
amounts of such consideration cannot be ascertained, but are a function of
antidilution or similar protective clauses, the Corporation shall be deemed to
have received the minimum amounts of consideration without reference to such
clauses; provided further, that if the minimum amount of consideration payable
to the Corporation upon the exercise or conversion of rights, options or
Convertible Securities is reduced over time or on the occurrence or
non-occurrence of specified events other than by reason of antidilution
adjustments, the Effective Price shall be recalculated using the figure to which
such minimum amount of consideration is reduced; provided further that if the
minimum amount of consideration payable to the Corporation upon the exercise or
conversion of such rights, options or Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
minimum amount of consideration payable to the Corporation upon the exercise or
conversion of such rights, options or Convertible Securities. No further
adjustment of the Series A Conversion Price, as adjusted upon the issuance of
such rights, options or Convertible Securities, shall be made as a result of the
actual issuance of Additional Shares of Common Stock on the exercise of any such
rights or options or the conversion of any such Convertible Securities. If any
such rights or options or the conversion privilege represented by any such
Convertible Securities shall expire without having been exercised, the Series A
Conversion Price as adjusted upon the issuance of such rights options or
DESIGNATION OF PREFERENCES - 6
<PAGE>
Convertible Securities shall be readjusted to the Series A Conversion Price
which would have been in effect had an adjustment been made on the basis that
the only Additional Shares of Common Stock so issued were the Additional Shares
of Common Stock, if any, actually issued or sold on the exercise of such rights
or options or rights of conversion of such Convertible Securities, and such
Additional Shares of Commons Stock, if any, were issued or sold for the
consideration actually received by the Corporation upon such exercise, plus the
consideration, if any, actually received by the Corporation for the granting of
all such rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually converted,
plus the consideration, if any, actually received by the Corporation (other than
by cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion of such Convertible Securities, provided that such
readjustment shall not apply to prior conversions of Series A Preferred Stock.
(iv) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Corporation or deemed to be issued pursuant
to this Section 5(j), whether or not subsequently reacquired or retired by the
Corporation other than (1) shares of Common Stock issued upon conversion of the
Series A Preferred Stock; (2) shares of Common Stock and/or options, and the
Common Stock issued pursuant to such options (as adjusted for any stock
dividends, combinations, splits, recapitalization and the like) issued or to be
issued to non-employee directors of the Corporation pursuant to a stock option
plan that has been approved by the Board; (3) shares of Common stock issued
pursuant to the exercise of options. warrants or convertible securities
outstanding as of the Original Issue Date; (4) shares of Common stock or
options, warrants or convertible securities issued pursuant to any equipment
leasing arrangement, or debt financing from a bank or similar financial
institution; and (5) shares of Common Stock or options, warrants or convertible
securities issued pursuant to a merger, consolidation or acquisition of a
business or assets of a business. The "Effective Price" of Additional Shares of
Common Stock shall mean the quotient determined by dividing the total number of
Additional Shares of Common Stock issued or sold, or deemed to have been issued
or sold by the Corporation under this Section 5(j), into the aggregate
consideration received, or deemed to have been received by the Corporation for
such issue under this Section 5(j), for such Additional Shares of Common Stock.
(k) Certificate of Adjustment. In each case of an adjustment
or readjustment of the Series A Conversion Price for the number of shares of
Common Stock or other securities issuable upon conversion of the Series A
Preferred Stock, if the Series A Preferred Stock is then convertible pursuant to
this Section 5, the Corporation, at its expense, shall compute such adjustment
or readjustment in accordance with the provisions hereof and prepare a
certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to each registered holder of
Series A Preferred Stock at the holder's address as shown in the Corporation's
books. The certificate shall set forth such adjustment or readjustment, showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (1) the consideration received or deemed to be received
by the Corporation for any Additional Shares of Common Stock issued or sold or
deemed to have been issued or sold, (2) the Series A Conversion Price at the
time in effect, (3) the number of Additional Shares of Common Stock and (4) the
type and amount, if any, of other property which at the time would be received
upon conversion of the Series A Preferred Stock
DESIGNATION OF PREFERENCES - 7
<PAGE>
(1) Notice of Record Date. Upon (i) any taking by the
Corporation 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 Acquisition (as defined in Section
4(d) or other capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation with or into any other corporation, or any
Asset Transfer (as defined in Section 4(d)), or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail to each holder of Series A Preferred Stock at least twenty (20) days prior
to the record date specified therein a notice specifying (1) 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, (2) the date on which any
such Acquisition, reorganization, reclassification, transfer, consolidation,
merger, Asset Transfer, dissolution, liquidation or winding up is expected to
become effective, (3) 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 Acquisition, reorganization,
reclassification, transfer, consolidation, merger, Asset Transfer, dissolution,
liquidation or winding up.
(m) Automatic Conversion.
(i) Each share of Series A Preferred Stock shall
automatically be converted into shares of Common Stock, based on the
then-effective Series A Conversion Price, (A) upon the conversion or redemption
of at least 67% of the shares of Series A Preferred Stock originally issued and
outstanding; or (B) upon the written consent of that number of holders of shares
of Series A Preferred Stock which, when added to the number of shares of Series
A Preferred Stock redeemed or converted into Common Stock, equals 67% of the
shares of Series A Preferred Stock originally issued and outstanding. Upon such
automatic conversion, any declared and unpaid dividends shall be paid in
accordance with the provisions of Section 5(d).
(ii) Upon the occurrence of the event specified in
paragraph (i) above, the outstanding shares of Series A Preferred Stock shall be
converted automatically without any further action by the holders of such shares
and whether or not the certificates representing such shares are surrendered to
the Corporation or its transfer agent; provided, however, that the Corporation
shall not be obligated to issue certificates evidencing the shares of Common
Stock issuable upon such conversion unless the certificates evidencing such
shares of Series A Preferred Stock are either delivered to the Corporation or
its transfer agent as provided below, or the holder notifies the Corporation or
its transfer agent that such certificates have been lost, stolen or destroyed
and executes an agreement satisfactory to the Company to indemnify the
Corporation from any loss incurred by it in connection with such certificates.
Upon the occurrence of such automatic conversion of the Series A Preferred
Stock, the holders of Series A Preferred Stock shall surrender the certificates
representing such shares at the office of the Corporation or any transfer agent
for the Series A Preferred Stock. Thereupon, there shall be issued and delivered
to such holder promptly at such office and in its name as shown on such
surrendered certificate or certificates, a certificate or certificates for the
number of shares of Common Stock into which the shares of Series A Preferred
Stock surrendered were convertible
DESIGNATION OF PREFERENCES - 8
<PAGE>
on the date on which such automatic conversion occurred, and any declared and
unpaid dividends shall be paid in accordance with the provisions of Section
5(d).
(n) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of any fractional share, the Corporation
shall, in lieu of issuing any fractional share, pay cash equal to the product of
such fraction multiplied by the Common Stock's fair market value (as determined
by the Board) on the date of conversion.
(o) Reservation of Stock Issuable Upon Conversion. The
Corporation 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 A Preferred 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 A Preferred 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
A Preferred Stock, the Corporation 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.
(p) Notices. Any notice required by the provisions of this
Section 5 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) five (5) 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 Corporation.
(q) Payment of Taxes. The Corporation will pay all taxes
(other than taxes based upon income) and other governmental charges that may be
imposed with respect to the issue or delivery of shares of Common Stock upon
conversion of shares of Series A Preferred Stock, excluding any tax or other
charge imposed in connection with any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Series A Preferred Stock so converted were registered.
(r) No Dilution or Impairment. The Corporation shall not amend
its articles of incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but shall at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the conversion rights of the holders of the Series A Preferred
Stock against dilution or other impairment.
DESIGNATION OF PREFERENCES - 9
<PAGE>
Section 6. No Redemption.
The Corporation shall be under no obligation to redeem all or
any portion of the Series A Preferred Stock at any time.
Section 7. No Reissuance of Series A Preferred Stock.
No share or shares of Series A Preferred Stock acquired by the
Corporation by reason of redemption, purchase, conversion or otherwise shall be
reissued.
MEDIQUIK SERVICES, INC.
By: /s/ Grant M. Gables, Pres.
---------------------------------
Name: Grant M. Gables
-------------------------------
Title: President
------------------------------
DESIGNATION OF PREFERENCES - 10
<PAGE>
STATEMENT OF UNANIMOUS CONSENT
OF THE
BOARD OF DIRECTORS
OF
MEDIQUIK SERVICES, INC.
This Statement of Unanimous Consent of the Board of Directors of MediQuik
Services, Inc., when executed by the Board of Directors, shall become effective
as of the May 17, 2000, pursuant to the provisions of Sections 108 and 141(f) of
the General Corporation Law of Delaware, and shall have the same force and
effect as if all such Directors were present and acting at a meeting duly
noticed and held for the purpose of adopting the Resolutions hereinafter set
forth. This Unanimous Consent may be effected, with requisite force and
authority, by way of facsimile.
Authorization For Series A Preferences
WHEREAS, in connection with the anticipated and contemplated closing of
the transaction between the Corporation and MiraQuest Ventures, LLC, as
particularly set forth in that one certain "Stock Purchase Agreement", by and
between the Corporation and MiraQuest Ventures, LLC ("the MiraQuest
Transaction"), and pursuant to authorization for execution of same as set forth
in the Minutes Of The Special Meeting Of The Board Of Directors Of MediQuik
Services, Inc., dated May 15, 2000, the board has presumptively approved the
"Designation Of Preferences" relating to such; and
WHEREAS, in connection with the MiraQuest Transaction and pursuant to
Delaware corporate law, the Corporation is required to formally designate the
preferences related to its 1,000,000 shares of Series "A" Preferred stock of the
Corporation;
IT IS THEREFORE -
<PAGE>
* * * Page One of Two * * *
RESOLVED, that the Corporation hereby ratifies the "Designation Of
Preferences", as set forth in the subject Exhibit to the Stock Purchase
Agreement related to the MiraQuest Transaction, as to the corporation's
authorized 1,000,000 shares of Series "A" preferred stock, and authorizes the
designating and filing of same with the Secretary of State for the State of
Delaware and all other related or necessary jurisdictions.
SIGNED EFFECTIVELY, the 17th day of May, 2000.
/s/ Grant M. Gables
------------------------------------- --------------------------------------
Grant M. Gables, Director Donald L. Holmquest, Director
/s/ William J. Marciniak /s/ Lawrence J. Wedekind
------------------------------------- --------------------------------------
William J. Marciniak, Director Lawrence J. Wedekind, Director
/s/ Howard B. Butler, Jr.
-------------------------------------
Howard B. Butler, Jr., Director
<PAGE>
* * * Page One of Two * * *
RESOLVED that the Corporation hereby ratifies the "Designation Of
Preferences", as set forth in the subject Exhibit to the Stock Purchase
Agreement related to the MiraQuest Transaction, as to the corporation's
authorized 1,000,000 shares of Series "A" Preferred Stock, and authorizes the
designating and filing of same with the Secretary of State for the State of
Delaware and all other related or necessary Jurisdictions.
SIGNED EFFECTIVELY, the 17th day of May, 2000.
/s/ Grant M. Gables /s/ Donald L. Holmquest
------------------------------------- --------------------------------------
Grant M. Gables, Director Donald L. Holmquest, Director
------------------------------------- --------------------------------------
William J. Marciniak, Director Lawrence J. Wedekind, Director
-------------------------------------
Howard B. Butler, Jr., Director
