EXHIBIT 4.2
Certificate of Designation of Rights and Preferences
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Certificate of Designation of Rights and Preferences
Wiremedia.com Inc., a Florida corporation, whose address is 1355 West
Palmetto Park Road # 180, Boca Raton, FL 33486 ("Corporation") hereby designates
the following rights and Preferences for its Convertible Preferred Stock, Class
A ("Convertible Preferred Stock").
1. Conversion and Issuance of Convertible Preferred Stock. No shares of
Convertible Preferred Stock may be issued until this Certificate is filed with
the Secretary of State of Florida. When issued, The Holder(s) shall have the
right (the "Right") in its sole and absolute discretion to convert each shares
of Convertible Preferred Stock - Series A issued by the Corporation (the
"Shares") into 10 shares common shares of Corporation (the "Equity").
2. Time of Conversion. The holder may convert up to 50% of the aggregate number
of shares held of Convertible Preferred Stock - Series A into 10 shares common
shares for each share of Convertible Preferred Stock - Series A held convertible
at any time, in whole or in part, upon such time that there are Five Thousand or
more registered subscribers to Wiremedia.com or its affiliate internet websites
and the remainder convertible upon such time that there are Ten Thousand or more
registered subscribers to Wiremedia.com or its affiliate internet websites. No
additional consideration is payable upon conversion. If such event has not
occurred by termination date of December 31, 2010, then the right to convert
shall also be terminated.
3. Method of Conversion. The conversion shall be effected by a written note
signed by an authorized representative of Holder or its assigns which shall (a)
state Holder's election to exercise the Right; (b) the person in whose name the
common share certificate is to be registered, its address and social security
number; (c) be delivered in person or by certified mail to Corporation.
4. Assignability of Shares; Forfeiture; Liquidation Preference. The Shares may
be assigned by Holder at any time by providing to Corporation a written notice
of assignment. The Right to convert shall not be exercisable until the
Corporation completes a listing of its common shares on the bulletin board or
similar stock exchange. The Shares shall be forfeited to Corporation for no
consideration the foregoing is not completed within two years of the date of
issuance of the Shares. The Shares shall have a preference over holders of
Common Stock of the Corporation upon liquidation equal to $.001 per share.
5. Representations and Warranties of Corporation. Upon exercise of the Right,
the Equity interest in Corporation shall be free and clear of all liens, claims,
charges and encumbrances. The amount of Equity subject to the Right shall be
adjusted for splits, dividend, recapitalization, or similar events just as if it
had been converted into common shares. Corporation agrees to indemnify and hold
harmless Holder in connection with any claim, loss, damage or expense, including
attorneys' fees, trial and appellate levels, in connection with any breach of
the foregoing.
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