Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Annec Green Refractories Corp | v210578_8k.htm |
| EX-2.1 - EX-2.1 - Annec Green Refractories Corp | v210578_ex2-1.htm |
| EX-10.2 - EX-10.2 - Annec Green Refractories Corp | v210578_ex10-2.htm |
| EX-10.1 - EX-10.1 - Annec Green Refractories Corp | v210578_ex10-1.htm |
| EX-10.5 - EX-10.5 - Annec Green Refractories Corp | v210578_ex10-5.htm |
| EX-21.1 - EX-21.1 - Annec Green Refractories Corp | v210578_ex21-1.htm |
| EX-10.4 - EX-10.4 - Annec Green Refractories Corp | v210578_ex10-4.htm |
| EX-99.1 - EX-99.1 - Annec Green Refractories Corp | v210578_ex99-1.htm |
| EX-10.3 - EX-10.3 - Annec Green Refractories Corp | v210578_ex10-3.htm |
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
E-BAND
MEDIA, INC.
(Pursuant
to Section 151 of the Delaware General Corporation law)
E-Band Media, Inc., a Delaware
corporation (the “Company”), hereby certifies that the Board of Directors of the
Company (the “Board of Directors” or the “Board”), pursuant to authority of the
Board of Directors as required by Section 151 of the Delaware General
Corporation Law, and in accordance with the provisions of its Certificate of
Incorporation and Bylaws, has and hereby authorizes a series of the Company's
previously authorized 20,000,000 shares of preferred stock, par value $0.0001
per share (the “Preferred Stock”), and hereby states the designation and number
of shares, and fixes the relative rights, preferences, privileges, powers and
restrictions thereof, as follows:
SECTION
1. DESIGNATION OF SERIES; RANK. The shares of such series
shall be designated as the "Series A Convertible Preferred Stock" (the "Series A
Preferred Stock") and the number of shares initially constituting such series
shall be Nineteen Thousand Two Hundred and Twenty (19,220) shares.
SECTION
2. DEFINITIONS.
For
purposes of this Designation, the following definitions shall
apply:
(a) “Business
Day” means a day in which a majority of the banks in the State of New York in
the United States of America are open for business.
(b) “Certificate
of Amendment” ” means a
Certificate of Amendment to the Company’s Certificate of Incorporation filed
with the Secretary of State of Delaware, to effect the Reverse Split of its
outstanding Common Stock.
(c) “Common
Stock” means the Company’s $0.0001 par value common stock.
(d) “Effective
Date” shall mean the later to occur of (a) the date the Certificate of Amendment
becomes effective with the Secretary of State of Delaware; and (b) the date the
Reverse Split is effected with the Transfer Agent.
(e) “Holder”
shall mean the person or entity in which the Series A Preferred Stock is
registered on the books of the Company, which shall initially be the persons or
entities which receive the Series A Preferred Stock (i) in exchange
for shares of China Green Refractories Limited, a British Virgin Islands company
(“China Green”), pursuant to a Share Exchange Agreement between the Company,
certain shareholder and warrantholders of the Company, China Green, and the
shareholders of China Green, and (ii) in connection with the closing
contemplated by the Share Exchange Agreement, and shall thereafter be permitted
to assign and transfer the Series A Preferred Stock and will notify the Company
in writing of any such transfer.
(f) “Restricted
Shares” means shares of the Company’s Common Stock which are restricted from
being transferred by the holder thereof unless the transfer is effected in
compliance with the Securities Act of 1933, as amended, and applicable state
securities laws, which shares shall bear the following restrictive legend (or
one substantially similar):
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"The
securities represented by this certificate have not been registered under the
Securities Act of 1933 or any state securities act. The securities have been
acquired for investment and may not be sold, transferred, pledged or
hypothecated unless (i) they shall have been registered under the Securities Act
of 1933 and any applicable state securities act, or (ii) that registration is
not required under any such acts."
(g) “Reverse
Split” means a reverse stock split of the Company’s outstanding shares of Common
Stock in a ratio of 1 for 14.375 which has been approved by a majority of the
Company’s voting shares (which includes the voting rights of the Series A
Preferred Stock) subsequent to a filed Schedule 14A or Schedule 14C Information
Statement.
SECTION
3. LIQUIDATION PREFERENCE. The Holders of the Series A
Preferred Stock shall be entitled to a liquidation preference in an amount of
$0.50 per share prior to the holders of Common Stock in the event of
liquidation.
SECTION
4. CONVERSION RIGHTS. The Series A Preferred Stock shall
have the following conversion rights (the “Conversion Rights”):
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(a)
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Automatic
Conversion.
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(i) Upon
the Effective Date of the Reverse Split (the “Automatic Conversion Date”), each
share of Series A Preferred Stock will automatically convert into shares of the
Company’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the
rate of One thousand (1,000) post-Reverse Split shares of the Company’s Common
Stock for each one (1) share of Series A Preferred Stock held by each Holder
(the “Conversion Rate”), without any required action by the Holder thereof. As
soon as practicable after the Automatic Conversion, each stock certificate (if
any) evidencing ownership of the Series A Preferred Stock shares (the “Series A
Preferred Stock Certificate(s)”), shall be surrendered to the Company for
exchange by the Holders thereof. Upon receipt of the Series A
Preferred Stock Certificates, duly endorsed, or certifications confirming the
ownership of such Series A Preferred Stock, the Company (itself, or through its
transfer agent) shall promptly issue to the exchanging stockholder that number
of shares of Common Stock issuable upon conversion of such shares of Series A
Preferred Stock being converted, under the Conversion Rate (the “Conversion
Shares”). All Common Stock issued to the exchanging stockholders will
be issued as Restricted Shares.
(ii) In
the event that the Series A Preferred Stock Certificates are not surrendered to
the Company within Five (5) Business Days of the Automatic Conversion Date, each
Series A Preferred Stock Certificate shall automatically, and without any
required action by the Holders thereof be cancelled and terminated and the
Conversion Shares shall be issued to the prior Holders of the Series A Preferred
Stock Certificates pursuant to and in connection with the Conversion Rate and
mailed to such Holders at their address of record as provided by such Holders to
the Company. All Common Stock issued to the exchanging stockholders
will be issued as Restricted Shares.
(b) Taxes. The
Company shall not be required to pay any tax which may be payable in respect to
any transfer involved in the issue and delivery of shares of Common Stock upon
conversion in a name other than that in which the shares of the Series A
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue or delivery has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.
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(c) No Impairment. The
Company will not through any reorganization, transfer of assets, 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 holders of Series A Preferred Stock against impairment.
Notwithstanding the foregoing, nothing in this Section 4 shall prohibit the
Company from amending its Certificate of Incorporation with the requisite
consent of its stockholders and the Board of Directors.
(d) Fractional
Shares. If any conversion of Series A Preferred Stock would
result in the issuance of a fractional share of Common Stock (aggregating an
individual stockholder’s shares of Preferred Stock being converted pursuant to
the Automatic Conversion), such fractional share shall be rounded to one whole
share of Common Stock.
SECTION
5. VOTING. The shares of Series A Preferred Stock shall
have the same voting rights as those accruing to the Common Stock and shall vote
that number of voting shares as are issuable upon conversion of such Series A
Preferred Stock that any Holder holds as of the record date of any such vote
based on the Conversion Ratio. For example, assuming one (1)
share of Series A Preferred Stock is issued and outstanding on the record date
for any stockholder vote, such share shall have one thousand
votes. The voting rights of the Series A Preferred Stock shall be
applicable regardless of whether the Company has a sufficient number of
authorized but unissued shares of Common Stock then available to affect an
Automatic Conversion. Each holder of the Series A Preferred
Stock shall have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock, and shall be entitled, notwithstanding
any provision hereof, to notice of any stockholders’ meeting in accordance with
the by-laws of the Corporation. Unless other required by law, the
Series A Preferred Stock shall vote with the Common Stock together as a class
with respect to any question upon which holders of Common Stock have the right
to vote.
SECTION
6. DIVIDENDS. The holders of the Series A Preferred Stock
shall not be entitled to receive dividends paid on the Common Stock and the
Series A Preferred Stock shall not accrue any dividends.
SECTION
7. REDEMPTION RIGHTS. The shares of Series A Preferred
Stock shall not have or be subject to any redemption rights.
SECTION
8. PROTECTIVE PROVISIONS. Subject to the rights of series
of Series A Preferred Stock which may from time to time come into existence, so
long as any shares of Series A Preferred Stock are outstanding, this Company
shall not without first obtaining the approval (by written consent, as provided
by law) of the holders of a majority of the then outstanding shares of Series A
Preferred Stock, voting together as a class:
(a) Increase
or decrease (other than by conversion) the total number of authorized shares of
Series A Preferred Stock;
(b) Effect
an exchange, reclassification, or cancellation of all or a part of the Series A
Preferred Stock, including a reverse stock split (other than the Reverse Split),
but excluding a stock split, so long as the Series A Preferred Stock’s
Conversion Rights are not diminished in connection therewith;
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(c) Effect
an exchange, or create a right of exchange, of all or part of the shares of
another class of shares into shares of Series A Preferred Stock other than as
provided herein or in any Share Exchange Agreement or related document entered
into between the Company and the Holders; or
(d) Alter
or change the rights, preferences or privileges of the shares of Series A
Preferred Stock so as to affect adversely the shares of such series, including
the rights set forth in this Designation.
SECTION
9. PREEMPTIVE RIGHTS. Holders of Series A Preferred Stock
and holders of Common Stock shall not be entitled to any preemptive,
subscription or similar rights in respect to any securities of the Company,
except as specifically set forth herein or in any other document agreed to by
the Company.
SECTION
10. REPORTS. The Company shall mail to all holders of Series A
Preferred Stock those reports, proxy statements and other materials that it
mails to all of its holders of Common Stock.
SECTION
11. NOTICES. In addition to any other means of notice provided by law
or in the Company's Bylaws, any notice required by the provisions of this
Certificate of Designation to be given to the Holders of Series A Preferred
Stock shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each Holder of record at such Holder's address
appearing on the books of the Company.
IN WITNESS WHEREOF, this Certificate of
Designation is executed on behalf of the Company this 9th, day of February
2011.
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E-BAND
MEDIA, INC.
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/s/
Dean Konstantine
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DEAN
KONSTANTINE, President
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