CERTIFICATE OF DESIGNATION OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
ONE WORLD ONLINE.COM, INC.
The undersigned, David N. Nemelka and Paul D. Korth, hereby
certify that:
I. They are the duly elected and acting President and
Secretary, respectively, of One World Online.Com, Inc., a Nevada corporation
(the "Company").
II. The Certificate of Incorporation of the Company authorizes
1,000,000 shares of preferred stock, par value $.001 per share, of which no
shares are issued and outstanding.
III. The following is a true and correct copy of resolutions
duly adopted by the Board of Directors on May 10, 2000, which constituted all
requisite action on the part of the Company for adoption of such resolutions.
RESOLUTIONS
WHEREAS, the Board of Directors of the Company (the "Board of
Directors") is authorized to provide for the issuance of the shares of preferred
stock in series, and by filing a certificate pursuant to the applicable law of
the State of Nevada, to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof;
WHEREAS, the Board of Directors desires, pursuant to its
authority as aforesaid, to designate a new series of preferred stock, set the
number of shares constituting such series and fix the rights, preferences,
privileges and restrictions of such series.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby designates a new series of preferred stock and the number of shares
constituting such series and fixes the rights, preferences, privileges and
restrictions relating to such series as follows:
Section 1. Designation, Amount and Par Value. The series of
preferred stock shall be designated as the Series A Convertible Preferred Stock
(the "Preferred Stock"), and the number of shares so designated shall be
300,000. The par value of each share of Preferred Stock shall be $.001. Each
share of Preferred Stock shall have a stated value of $3.00 per share (the
"Stated Value"). The holders of the Preferred Stock will have no preemptive
rights with respect to any shares of capital stock of the Company or any other
securities of the Company convertible into or carrying rights or options to
purchase any such shares. The Preferred Stock will not be subject to any sinking
fund or other obligations of the Company to redeem or retire the Preferred
Stock. Unless converted, the Preferred Stock will be perpetual.
Section 2. Dividends. No dividends shall be paid or accrue on
the Preferred Stock, unless declared by the Board of Directors.
Section 3. Voting Rights. Except as otherwise required by
applicable law, all voting rights of the Company shall be vested in and
exercised by the holders of the Common and Preferred Stock, voting as a single
group, with each share of Common Stock being entitled to one (1) vote and each
share of Preferred Stock being entitled to one hundred (100) votes.
Section 4. Liquidation. The Preferred Stock will rank, with
respect to right on liquidation, on parity with the Common Stock and with all
future series of preferred stock established on or after the date hereof by the
Board of Directors which does not expressly provide that it ranks senior to or
junior to the Preferred Stock as to rights on liquidations, winding-up and
dissolution. Neither the sale or transfer of all or substantially all the assets
of the Company, nor the merger or consolidation of the Company into or
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with any other corporation or a merger of any other corporation with or into the
Company, will be deemed to be a liquidation, dissolution or winding up of the
Company.
Section 5. Conversion.
(a) Each share of Preferred Stock shall be convertible into
shares of Common Stock at the Conversion Rate (as defined in Section 5) at the
option of the holder in whole or in part at any time. The holder shall effect
conversions by surrendering the certificate or certificates representing the
shares of Preferred Stock to be converted to the Company, together with the form
of conversion notice attached hereto as Exhibit A (the "Holder Conversion
Notice" of "Conversion Notice") in the manner set forth in Section 5(h). Each
Holder Conversion Notice shall specify the number of shares of Preferred Stock
to be converted and the date on which such conversion is to be effected, which
date may not be prior to the date the Holder delivers such Notice by facsimile
(the "Holder Conversion Date" of "Conversion Date"). Each Holder Conversion
Notice, once given, shall be irrevocable. If the holder is converting less than
all shares of Preferred Stock represented by the certificate or certificates
tendered by the holder with the Holder Conversion Notice, the Company shall
promptly deliver to the holder a certificate for such number of shares as have
not been converted.
(b) Not later than five (5) Trading Days after the Conversion
Date, the Company will send to the holder (i) a certificate or certificates
representing the number of shares of Common Stock being acquired upon the
conversion of shares of Preferred Stock and (ii) one or more certificates
representing the number of shares of Preferred Stock not converted; provided,
however that the Company shall not be obligated to issue certificates evidencing
the shares of Common Stock issuable upon conversion of any shares of Preferred
Stock until certificates evidencing such shares of Preferred Stock are either
delivered for conversion to the Company or any transfer agent for the Preferred
Stock or Common Stock, or the holder notifies the Company that such certificates
have been lost, stolen or destroyed and provides a bond (or other adequate
security reasonably acceptable to the Company) satisfactory to the Company to
indemnify the Company from any loss incurred by it in connection therewith.
(c) (i) The Preferred Stock is convertible into Common
Stock at a conversion rate of one share of Preferred Stock for one share of
Common Stock, subject to adjustments described herein. (the "Conversion Rate")
(ii) If any transaction shall occur, including
without limitations (i) any recapitalization or reclassifications of shares of
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (ii) any consolidation or merger of the
Company with or into another entity or any merger of another entity into the
Company (other than a merger that does not result in a reclassifications,
conversion, exchange or cancellation of Common Stock), (iii) any sale or
transfer of all of the assets of the Company, or (iv) any compulsory share
exchange, pursuant to which any holders of Common Stock shall be entitled to
receive other securities, cash or other property, then appropriate provisions
shall be made so that the holder of each share of Preferred Stock then
outstanding shall have the right thereafter to convert such shares only into the
kind and amount of the securities, cash or other property that would have been
receivable upon such recapitalization, reclassification, consolidation, merger,
sale, transfer, or share exchange by a holders of the number of shares of Common
Stock issuable upon conversion of such Preferred Stock immediately prior to such
recapitalization, reclassification, consolidation, merger, sale, transfer or
share exchange.
(iii) All calculations under this Section 5 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.
(iv) Whenever the Conversion Rate is adjusted
pursuant to Section 5(c)(ii), the Company shall promptly mail to each holder of
Preferred Stock, a notice setting forth the Conversion Rate after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.
(d) The Company covenants that it will at all times reserve
and keep available out of its authorized and unissued Common Stock solely for
the purpose of issuance upon conversion of Preferred Stock as herein provided,
free from preemptive rights or any other actual contingent purchase rights of
persons
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other than the holders of Preferred Stock, such number of shares of Common Stock
as shall be issuable (taking into account the adjustments and restrictions of
Section 5(c)) upon the conversion of all outstanding shares of Preferred Stock.
The Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly and validly authorized, issued and fully paid and
nonassessable.
(e) Upon conversion no fractional shares or other
consideration will be issued as a result of a fractional interest upon
conversion and the Company shall have no obligation to make a cash payment in
respect of any fractional share upon conversion.
(f) The issuance of certificates for shares of Common Stock on
conversion of Preferred Stock shall be made without charge to the holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the holder of such shares of Preferred
Stock so converted and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.
(g) Shares of Preferred Stock converted into Common Stock
shall be canceled and shall have the status of authorized but unissued shares of
preferred stock.
(h) Each Holder Conversion Notice shall be given by facsimile
and by mail, postage prepaid, addressed to the attention of the Chief Financial
Officer of the Company at the facsimile telephone number and address of the
principal place of business of the Company. Any such notice shall be deemed
given and effective upon the first Business Day following receipt by the Company
of the Conversion Notice.
Section 6. Definitions. For the purposes hereof, the following
terms shall have the following meanings:
"Business Day" means any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
state of New York are authorized or required by law or other government actions
to close.
"Common Stock" means shares now or hereafter authorized of the
class of Common Stock, par value $.001, of the Company and stock of any other
class into which such shares may hereafter have been reclassified or changed.
RESOLVED FURTHER, that the President and Secretary of the
Company be, and they hereby are, authorized and directed to prepare, execute,
verify, and file in Nevada, a Certificate of Designation in accordance with
these resolutions and as required by law.
IN WITNESS WHEREOF, One World Online.Com, Inc. has caused this
certificate to be signed by David N. Nemelka, its President, and Paul D. Korth,
its Secretary, this 11th day of May, 2000.
ONE WORLD ONLINE.COM, INC.
By /s/ David N. Nemelka
----------------------
David N. Nemelka
President
State of Utah )
) ss.
County of Utah )
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On this 11th day of May, 2000, before me, the undersigned Notary
Public, personally appeared David N. Nemelka, known to me to be the President of
One World Online.Com, Inc. and the person who signed this instrument, and who
acknowledged that he signed this instrument as the free and voluntary act by
resolution of its board of directors, for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute this instrument
and in fact executed this instrument on behalf of the corporation.
Notary: /s/ Nancy L. Dimmick [Seal]
------------------------------
My Commission Expires: 3/22/2003
ONE WORLD ONLINE.COM, INC.
By /s/ Paul D. Korth
----------------------
Paul D. Korth
Secretary
State of Utah )
) ss.
County of Utah )
On this 11th day of May, 2000, before me, the undersigned Notary
Public, personally appeared Paul D. Korth, known to me to be the Secretary of
One World Online.Com, Inc. and the person who signed this instrument, and who
acknowledged that he signed this instrument as the free and voluntary act by
resolution of its board of directors, for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute this instrument
and in fact executed this instrument on behalf of the corporation.
Notary: /s/ Nancy L. Dimmick [Seal]
------------------------------
My Commission Expires: 3/22/2003
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<PAGE>
EXHIBIT A
NOTICE OF CONVERSION
AT THE ELECTION OF HOLDER
(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)
The undersigned hereby irrevocably elects to convert the number of shares of
Series A Convertible Preferred Stock indicated below, into shares of Common
Stock, par value $.001 per share (the "Common Stock"), of One World Online.Com,
Inc. (the "Company") according to the conditions hereof, as of the date written
below. If shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the
Holder for any conversion, except for such transfer taxes, if any.
Conversion calculations:
---------------------------------
Date to Effect Conversion
---------------------------------
Number of shares of Preferred
Stock to be Converted
---------------------------------
Signature
---------------------------------
Name
---------------------------------
Address
