CERTIFICATE
OF DESIGNATION
FOR
PLAYERS
NETWORK
WHEREAS,
the Amended and Restated Articles of Incorporation of Players Network, a Nevada
corporation (the “Corporation”) presently authorizes the issuance of 25,000,000
shares of Preferred Stock, $0.001 par value, in one or more series upon terms
and conditions that are to be designated by the Board of Directors (the
“Board”); and
WHEREAS,
the Board wishes to designate 2,000,000 shares of the Corporation’s Preferred
Stock as “Series A Preferred Stock.”
NOW,
THEREFORE, BE IT RESOLVED, that a series of the class of authorized Preferred
Stock of the Corporation hereinafter designated “Series A Preferred Stock” is
hereby created, and that the designation and amount thereof and the rights,
preferences, privileges and restrictions granted to or imposed upon the
Series A Preferred Stock or the holders thereof are as
follows:
1.
Designation
and Amount
.
The
number of shares of Preferred Stock (“Preferred Stock”) which the Corporation is
authorized to issue is 25,000,000, of which 2,000,000 shares are hereby
designated as Series A Preferred Stock, $0.001 par value (“Series A Preferred
Stock”).
2.
Dividends
.
The
holders of the Series A Preferred Stock shall be entitled to receive, share
for
share with the holders of shares of Common Stock, such dividends if, as and
when
declared from time to time by the Board of Directors. In the event that such
dividend is paid in the form of shares of Common Stock, holders of Common Stock
shall receive Common Stock and holders of Series A Preferred Stock shall receive
Series A Preferred Stock.
3.
Liquidation
.
In the
event of the voluntary or involuntary liquidation, dissolution, distribution
of
assets or winding-up of the Corporation, the holders of the Series A Preferred
Stock shall be entitled to receive, share for share with the holders of shares
of Common Stock, all the assets of the Corporation of whatever kind available
for distribution to stockholders, after the rights of the holders of the
Preferred Stock have been satisfied.
4.
Redemption
.
The
shares of Series A Preferred Stock shall not be redeemable.
5.
Reacquired
Stock
.
Any
Series A Preferred Stock purchased, redeemed or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued Preferred Stock and may be reissued as part
of a
new series of Preferred Stock to be created by resolution or resolutions of
the
Board of Directors, subject to any conditions and restrictions on issuance
set
forth herein.
6.
Conversion
.
The
holders of the Series A Preferred Stock shall have conversion rights as follows
(the “Conversion Rights”):
(a)
Each
share of
Series
A
Preferred Stock
shall be
convertible into one fully paid and nonassessable share of Common Stock at
the
option of the holder thereof at any time.
(b)
Each
share of Series A Preferred Stock shall automatically be converted into one
fully paid and nonassessable share of Common Stock upon any sale, pledge,
conveyance, hypothecation, assignment or other transfer (a "Transfer") of such
share, whether or not for value, by the initial registered holder (the "Initial
Holder") thereof, other than any such Transfer by such holder to (i) a nominee
of such holder (without any change in beneficial ownership, as such term is
defined under Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) or (ii) another person that, at the time of such Transfer,
beneficially owns shares of Series A Preferred Stock or a nominee thereof;
provided that, notwithstanding the foregoing, (A) any Transfer by the Initial
Holder without consideration to (1) any controlled affiliate of such Initial
Holder which remains such, (2) a partner, active or retired, of such Initial
Holder, (3) the estate of any such Initial Holder or a trust established for
the
benefit of the descendants or any relatives or spouse of such Initial Holder,
(4) a parent corporation or wholly-owned subsidiary of such Initial Holder
or to
a wholly-owned subsidiary of such parent unless and until such transferee ceases
to be a parent or wholly-owned subsidiary of the Initial Holder or a
wholly-owned subsidiary of such parent, or (5) the spouse of such Initial
Holder, in each case, shall not result in such conversion or (B) any bona fide
pledge by the Initial Holder to any financial institution in connection with
a
borrowing shall not result in such conversion; and provided, further, that
in
the event any Transfer shall not give rise to automatic conversion hereunder,
then any subsequent Transfer by the holder (other than any such Transfer by
such
holder to a nominee of such holder (without any change in beneficial ownership))
or the pledgor, as the case may be, shall be subject to automatic conversion
upon the terms and conditions set forth herein.
(c)
The
one-to-one conversion ratio for the conversion of the Series A Preferred Stock
into Common Stock in accordance with Section 6(a) and 6(b) shall in all events
be equitably adjusted in the event of any recapitalization of the Corporation
by
means of a stock dividend on, or a stock split or combination of, outstanding
Common Stock or Series A Preferred Stock, or in the event of any merger,
consolidation or other reorganization of the Corporation with another
corporation.
7.
No
Impairment
.
The
Corporation will not, by amendment of its Amended and Restated Articles of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, 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 Corporation,
but
will at all times in good faith assist in the carrying out of all the provisions
of this Section 7 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
the
Series A Preferred Stock against impairment.
8.
Notices
of Record Date
.
In the
event of 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 (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, the Corporation shall mail to each holder of Series A
Preferred Stock, at least 20 days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character
of
such dividend, distribution or right.
9.
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; and
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, in addition to such other remedies as
shall be available to the holder of such 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 purposes.
10.
Notices
.
Any
notice required by the provisions of Section 6 to be given to the holders
of shares 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
the holder’s address appearing on the books of the Corporation.
11.
No
Fractional Shares and Certificate as to Adjustments
.
(a)
No
fractional shares shall be issued upon conversion of the Series A Preferred
Stock, and the number of shares of Common Stock to be issued shall be rounded
to
the nearest whole share. Whether or not fractional shares are issuable upon
such
conversion shall be determined on the basis of the total number of shares of
Series A Preferred Stock that the holder is at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.
(b)
Upon
the
occurrence of each adjustment or readjustment of the Conversion Price of Series
A Preferred Stock pursuant to this Section 11, the Corporation, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of Series A
Preferred Stock a certificate setting forth such adjustment or readjustment
and
showing in detail the facts upon which such adjustment or readjustment is based.
The Corporation shall, upon the written request at any time of any holder of
Series A Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (A) such adjustment and readjustment,
(B) the Conversion Price at the time in effect, and (C) the number of
shares of Common Stock and the amount, if any, of other property which at the
time would be received upon the conversion of a share of Series A Preferred
Stock.
12.
Voting
Rights
.
Except
as otherwise provided herein or by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:
(a)
Each
holder of Series A Preferred Stock shall be entitled to twenty-five votes for
each share of Series A Preferred Stock held as of the applicable date on any
matter that is submitted to a vote or for the consent of the stockholders of
the
Corporation. Except as otherwise provided herein or by the General Corporation
Law of the State of Nevada, the holders of Common Stock and the holders of
Series A Preferred Stock shall at all times vote on all matters (including
the
election of directors) together as one class.
(b)
The
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Designation
as
of the date set forth below.
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Date:
July 16, 2007
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By:
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/s/
Mark Bradley
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Mark
Bradley
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Chief
Executive Officer
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