Exhibit 4.1 Attachment

CERTIFICATE OF THE DESIGNATION,

PREFERENCES, RIGHTS AND LIMITATIONS OF

SERIES D CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK OF

BLUEGATE CORPORATION

Bluegate Corporation, (hereinafter referred to as the “Company”), a corporation duly organized and existing under the laws of the State of Nevada,

DOES HEREBY CERTIFY:

That, the Articles of Incorporation of the Company authorizes the issuance of 10,000,000 shares of Preferred Stock, $.001 par value per share, and expressly vests in the Board of Directors of the Company the authority to issue any or all of said shares in one or more series and by resolution or resolutions to establish the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions and other distinguishing characteristics of each series to be issued:

RESOLVED, that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Series D Convertible Non-Redeemable Preferred Stock, par value $.001 (“Series D Convertible Preferred Stock”), is hereby authorized and created, said series to consist of up to 10 shares, with a stated value of $8,725 per share of Series D Convertible Preferred Stock.   The voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof shall be as follows:

1.	No dividends on Series D Convertible Preferred Stock.   There are no dividends on Series D Convertible Preferred Stock.

2.	Conversion of Series D Convertible Preferred Stock.

(a)

Each holder of shares of Series D Convertible Preferred Stock may, at his option and at any time and from time to time, convert any or all such shares, into fully paid and non-assessable shares of the Company’s Common Stock at a conversion ratio of 25,000 shares of Common Stock for each share of Series D Convertible Preferred Stock.  Fractional Conversions are permitted.

 

(b)

To exercise his conversion privilege, the holder of any shares of Series D Convertible Preferred Stock shall surrender to the Company during regular business hours at the principal executive offices of the Company or the offices of the transfer agent for the Series D Convertible Preferred Stock or at such other place as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the Company (if required by it), accompanied by written notice stating that the holder irrevocably elects to convert such shares.  Conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.”  Within five (5) business days after the date on which such delivery is made, the Company shall issue and send (with receipt to be acknowledged) to the holder thereof for the holder’s designee, at the address designated by such holder, a certificate or certificates for the number of full and fractional shares of Common Stock to which the holder is entitled as a result of such conversion.  The holder shall be deemed to have become a stockholder of record of the number of shares of Common Stock into which the shares of Series D Convertible Preferred Stock have been converted on the applicable Conversion Date unless the transfer books of the Company are closed on that date, in which event he shall be deemed to have become a stockholder or record of such shares on the next succeeding date on which the transfer books are open.  Upon conversion of only a portion of the number of share of Series D Convertible Preferred Stock represented by a certificate or certificates surrendered for conversion, the Company shall within three (3) business days after the date on which such delivery is made, issue and send (with receipt to be acknowledged) to the holder thereof or the holder’s designee, at the address designated by such holder, a new certificate covering the number of shares of Series D Convertible Preferred Stock representing the unconverted portion of the certificate or certificates so surrendered.

(c)

The Company shall at all times reserve for issuance and maintain available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series D Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all Series D Convertible Preferred Stock from time to time outstanding.  The Company shall from time to time (subject to obtaining necessary director and stockholder action), in accordance with the laws of the State of Nevada, increase the authorized number of shares of its Common Stock if at any time the authorized number of shares of its Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of Series D Convertible Preferred Stock at the time outstanding.

(d)

If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series D Convertible Preferred Stock require listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the Company will in good faith and as expeditiously as possible meet such listing or approval, as the case may be.

(e)	All shares of Common Stock which may be issued upon conversion of the shares of Series D Convertible Preferred Stock will upon issuance by the Company be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance therefore.

(f)

In case any shares of Series D Convertible Preferred Stock shall be converted pursuant hereto, or purchased or otherwise acquired by the Company, the shares so converted, purchased or acquired shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be reissued, but not as shares of Series D Convertible Preferred Stock.

(g)	The conversion ratio of the Series D Convertible Preferred Stock into Common Stock of the Company shall be subject to adjustment from time to time as follows:

(i)

Stock Splits, Dividends and Combinations .  In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall pay or make a dividend or distribution on any class or capital stock of the Company in Common Stock, the conversion ratio in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately decreased, and in case the Company shall at any time combine the outstanding shares of Common Stock, the conversion ratio in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of such subdivision, dividend or combination, as the case may be.

(ii)	Non-Cash Dividends, Stock Purchase Rights, Capital Reorganization and Dissolutions .  In the event:

(a)	that the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend, or any other distribution payable otherwise than in case; or

(b)	that the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for  or purchase any shares of stock of any class or other securities, or to receive any other rights; or

(c)

of any capital reorganization of the Company, reclassification of the capital stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), consolidation or merger of the Company with or into another corporation, share exchange for all outstanding shares of Common Stock under a plan of exchange to which the Company is a party, or conveyance of all or substantially all of the assets of the Company to another corporation; or

(d)	of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, and in any such case, the Company shall cause to be mailed to the holders of record of the outstanding Series D Convertible Preferred Stock, at least 10 days prior to the date hereinafter specified, a notice stating the date on which (x) record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, share exchange, conveyance, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Company securities of record shall be entitled to exchange their shares of Company securities for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, conveyance, dissolution, liquidation or winding up.

3.

Voting of Series D Convertible Preferred Stock.   The shares of Series D Convertible Preferred Stock shall be entitled to vote, together with the shares of the Company’s Common Stock, on all matters presented at any annual or special meeting of stockholders of the Company, or may act by written consent in the same manner as the holders of the Company’s Common Stock; upon the following basis: each holder of Series D Convertible Preferred Stock shall be entitled to cast such number of votes for each share of Series D Convertible Preferred Stock held by such holder on the record date fixed for such meeting, or on the effective date of such written consent, as shall be equal to one hundred-fifty (150) times the number of shares of the Company’s Common Stock into which each of such holder’s shares of Series D Convertible Preferred Stock is convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent.  The Series D Convertible Preferred Stock and any other stock having voting rights shall vote together as one class, except as provided by law.

4.	Liquidation Rights.

(a)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series D Convertible Preferred Stock then outstanding shall be entitled to receive out of assets of the Company available for distribution to stockholders, before any distribution of assets is made to holders of any other class of capital stock of the Company, an amount equal to $8,725.00 per share (“Liquidation Amount”).

(b)

A consolidation or merger of the Company (in the event that the Company is not the surviving entity) or sale of all or substantially all of the Company’s assets shall be regarded as a liquidation, dissolution or winding up of the affairs of the Company within the meaning herein.  In the event of such liquidation as contemplated herein, the holders of Series D Convertible Preferred Stock shall be entitled to receive an amount equal to the Liquidation Amount.

(c)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company which involves the distribution of assets other than cash, the Company shall promptly engage competent independent appraisers to determine the value of the assets to be distributed to the holders of shares of this Series D Convertible Preferred Stock, other preferred stock, and the holders of shares of Common Stock.  The Company shall, upon receipt of such appraiser’s valuation, give prompt written notice to each holder of shares of Series D Convertible Preferred Stock of the appraiser’s valuation.

5.	No Redemption by the Company.   Series D Convertible Preferred Stock is not redeemable by the Company.

IN WITNESS WHEREOF, Bluegate Corporation has caused its corporate seal to be hereunto affixed and this certificate to be signed by Stephen J. Sperco, its Chief Executive Officer, this 22nd day of May, 2010.

Bluegate Corporation

__________________________________________

Stephen J. Sperco, Chief Executive Officer

 
 

Bluegate Corporation

By: /s/ Stephen J. Sperco

       Stephen J. Sperco

       Chief Executive Officer

May 22, 2010

 

THE STATE OF TEXAS

§

                       §

COUNTY OF HARRIS

§

BEFORE ME, the undersigned authority, on this day personally appeared Stephen J. Sperco, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL of office this 22 nd day of May, 2010.

____________________________________

NOTARY PUBLIC IN AND FOR THE

STATE OF TEXAS

By: /s/ Charles E. Leibold

       Charles E. Leibold

       Notary Public

May 22, 2010

BLUEGATE CORPORATION

 

Exhibit 4.2

CONVERSION OF DEBT TO EQUITY – SIGNATURE ACCEPTANCE PAGE

Instructions: To authorize your conversion of debt to equity, please complete this Signature Acceptance Page and e-mail or fax (713-682-7402) it to the attention of Charles E. Leibold.

SUBSCRIPTION AGREEMENT

BLUEGATE CORPORATION

 

Total Debt Converted and Promissory Note and Security Agreement Modifications:

 

SAIC has agreed to grant a concession to Bluegate Corporation for the purchase of 10 shares of a newly created Series D Convertible non-Redeemable Preferred Stock, par value $.001, by modifying the Promissory Note and Security Agreement as follows: (1) SAIC's waiver of accrued interest of $84,740 for the period from February 1, 2010 through May 22, 2010, and (2) to waive any applicable interest payments for the period from May 23, 2010 through December 31, 2010 (estimated to be up to $109,973 without any present value effect). Effective January 1, 2011, if the Promissory Note is still in place, interest payments resume at the rate of 15% per annum.

 

IN WITNESS WHEREOF, the undersigned Investor has executed this Subscription Agreement on May 22, 2010.

(signed)                _________________________

Investor

SAI Corporation

By: /s/ Stephen J. Sperco

Stephen J. Sperco

President

May 22, 2010

EXHIBIT 4.3

 

 

Exhibit 4.4

PROMISSORY NOTE AND

SECURITY AGREEMENT

- Credit Line -                                                                                                                                                   May 22, 2010

$1,200,000

FOR VALUE RECEIVED, the undersigned, Bluegate Corporation (the “Debtor”), promises to pay to the order of SAI Corporation or its assigns (the “Secured Party”), at such place as Secured Party may designate in writing, in lawful money of the United States of America and in immediately available funds, up to the full principal amount of $1,200,000.00 with interest at the rate of 15% per annum.

This note possesses a revolving or draw feature. Debtor shall be entitled to borrow up to the full principal amount of the note from time to time during the term of the note.   It is agreed by the Debtor that in accordance with this note, as of May 1, 2010, the Secured Party has advanced the aggregate amount of approximately $1,200,000.00. Principal and interest due hereunder shall be payable on demand. Interest payments are due through October 31, 2009. Interest payments for the period from November 1, 2009 through January 31, 2010 have been eliminated. Effective February 1, 2010 interest payments resumed at the rate of 15% per annum.

 

SAIC has agreed to grant a concession to the Company for the purchase of 10 shares of a newly created Series D Convertible non-Redeemable Preferred Stock, par value $.001, by modifying this Promissory Note and Security Agreement as follows: (1) SAIC's waiver of accrued interest of $84,740 for the period from February 1, 2010 through May 22, 2010, and (2) to waive any applicable interest payments for the period from May 23, 2010 through December 31, 2010 (estimated to be up to $109,973 without any present value effect). Effective January 1, 2011, if the Promissory Note is still in place, interest payments resume at the rate of 15% per annum.

 

The unpaid principal balance of this note at any time shall be the total amounts loaned or advanced hereunder by the Secured Party less the amount of payments or prepayments of principal made hereon by or for the account of the Debtor.  Each time the Debtor desires to receive an advance under this note, Debtor shall deliver a written request for advance to Secured Party.  Debtor shall give Secured Party no fewer than one (1) business day’s notice prior to the date Debtor requests for any such advance to be made by Secured Party.   Advances hereunder may be made by the Secured Party hereof upon request therefor from Debtor and approval of such request by the Secured Party hereof.  Debtor covenants that all advances shall be used for working capital and other expenditures for Debtor business.

Debtor shall have the right to prepay this note, in whole or in part, at any time without penalty.

The entire unpaid principal balance of this note shall immediately become due and payable, at the option of Secured Party, upon the occurrence of either of the following events of default (each, and “event of Default”): (a) Failure by Debtor to pay all interest or principal hereunder as and when the same becomes due and payable in accordance with the terms hereof, or (b) failure by Debtor to comply with any other covenant hereunder and such failure continues for three (3) days after written notice of such failure.

In the event an Event of Default specified above shall occur, Secured Party may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings.  No delay on the part of Secured Party in the exercise of any power or right under this note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof.  Notwithstanding anything to the contrary contained herein, if an Event of Default shall occur, all payments thereafter made hereunder shall be applied, at the option of Secured Party, first to costs of collection, and then to principal.

It is hereby specially agreed that if this note is placed into the hands of an attorney for collection, or if proved, established, or collected in any court, Debtor agrees to pay to Secured Party an amount equal to all expenses incurred in enforcing or collecting this note, including court costs and reasonable attorneys’ fees.

Except for the notice expressly provided herein, Debtor hereby waives presentment for payment, notice of nonpayment, demand, notice of demand, protest, notice of protest, diligence in collection, grace and without further notice hereby consents to renewals, extensions, or partial payments either before or after maturity.

All agreements between Debtor and Secured Party, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to Secured Party hereof for the use, forbearance, or detention of the money advance to Debtor, or for the performance or payment on any covenant or obligation contained herein, exceed the maximum amount permissible under applicable federal or state law.

Grant of Security Interest

As a condition for Secured Party to agree to lend Debtor the funds contemplated herein, Debtor grants to Secured Party, a security interest in its property, tangible and intangible, including but not limited to:  all accounts, now existing or subsequently arising; all contract rights of Debtor, now existing or subsequently arising; all accounts receivable, now existing or subsequently arising; all chattel paper, documents, and instruments related to accounts; all inventory, furniture, fixtures, equipment, and supplies now owned or subsequently acquired; and the proceeds, products, and accessions of and to any and all of the foregoing (the “Collateral”).

This security interest is granted to secure the debt evidenced by this note and agreement and all costs and expenses incurred by Secured Party in the collection of the debt.

Secured Party, in its discretion, may file one or more financing statements under the Texas Uniform Commercial Code, naming Debtor as a debtor and Secured Party as secured party and indicating the Collateral specified in this Promissory Note and Security Agreement.

       Its CFO

Bluegate Corporation

By: /s/ Charles E. Leibold

       Charles E. Leibold

       Chief Financial Officer

May 22, 2010