STATE
OF NEVADA
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ROSS MILLER
Secretary
of State
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SCOTT W. ANDERSON
Deputy
Secretary for Commercial
Recordings
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OFFICE
OF THE
SECRETARY
OF STATE
Filing
Acknowledgement
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June
25, 2007
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Job
Number
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Corporation
Number
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C20070625-2136
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C173-1985
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Filing
Description
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Document
Filing Number
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Date/Time
of Filing
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Designation
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20070433952-45
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June25,
2007 03:15:39PM
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Corporation
Name
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Resident
Agent
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BLUEGATE
CORPORATION
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CORPORATION
TRUST COMPANY OF NEVADA
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The
attached document(s) were filed with the Nevada Secretary of State, Commercial
Recordings Division. The filing date and time have been affixed to each
document, indicating the date and time of filing. A filing number is also
affixed and can be used to reference this document in the
future.
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Respectfully,
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/s/
Ross Miller
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ROSS MILLER
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Secretary
of State
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Commercial
Recording Division
202
N.
Carson Street
Carson
City, Nevada 89701-4069
Telephone
(775) 684-5708
Fax
(775)
684-7138
STATE
OF NEVADA
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ROSS MILLER
Secretary
of State
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SCOTT W. ANDERSON
Deputy
Secretary for Commercial
Recordings
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OFFICE
OF THE
SECRETARY
OF STATE
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BLUEGATE- DANA KIRKPATRICK
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June
26, 2007
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701
NORTH POST OAK RD STE 630
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HOUSTON,
TX 77024
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Job
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C20070625-2136
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Number:
Job
Contents:
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NV
Corp Filing Acknowledgement(s):
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1
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File
Stamped Copy(s):
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1
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Special
Handling Instructions:
DESIGNATION
1FS REG MAIL 6-26-07 CM
BLUEGATE- DANA KIRKPATRICK
701
NORTH
POST OAK RD STE 630
HOUSTON,
TX 77024
STATE
OF NEVADA
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ROSS MILLER
Secretary
of State
|
|
SCOTT W. ANDERSON
Deputy
Secretary
for
Commercial Recordings
|
OFFICE
OF THE
SECRETARY
OF STATE
Job
Receipt
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June
26, 2007
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Job
Number:
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C20070625-2136
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Account
Number:
Charges
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Description
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Document
Number
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Filing
Date/Time
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Qty
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Price
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Amount
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|
Designation
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20070433952-45
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6/25/2007
3:15:39 PM
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1
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$175.00
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$175.00
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24
Hour
Expedite
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20070433952-45
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6/25/2007
3:15:39 PM
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1
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$125.00
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$125.00
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Total
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$300.00
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Payments
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Type
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Description
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Amount
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Credit
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213815107062605069248
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$300.00
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Total
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$300.00
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Job
Balance: $0.00
Commercial
Recording Division
202
N.
Carson Street
Carson
City, Nevada 89701-4069
Telephone
(775) 684-5708
Fax
(775)
684-7138
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ROSS MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
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Filed
in the office
of
/s/
Ross Miller
Ross Miller
Secretary
of State
State
of Nevada
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Document
Number
20070433952-46
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Filing
Date and Time
06/25/2007 3:15
PM
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Entity
Number
C173-1985
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Certificate
of Designation
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(PURSUANT
TO NRS 78.1955)
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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Certificate
of Designation
For
Nevada Profit Corporations.
(Pursuant
to NRS 78.1955)
1.
Name
of corporation:
BIuegate
Corporation
2.
By
resolution of the board of directors pursuant to a provision in the articles
of
incorporation. this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative
rights
of the following class or series of stock.
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 C Convertible Non-Redeemable Preferred
Stock, par value $.001 ("Series C Convertible Preferred Stock"),
is hereby authorized and created, said series to consist of up to 48 shares,
with a stated value of $12,500,00 per share of Series C Convertible Preferred
Stock. The voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations,
restrictions thereof shall be as follow: (SEE ATTACHMENT)
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3.
Effective date of filing (optional):
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(must
not be later than 30 days after the certificate is filled)
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4,
Officer Signature (Required):
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X
/s/ illegible
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Filing
Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This
form must be accompanied by appropriate
fees.
CERTIFICATE
OF THE DESIGNATION,
PREFERENCES,
RIGHTS AND LIMITATIONS OF
SERIES
C 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 C Convertible Non-Redeemable Preferred
Stock, par value $.001 ("Series C Convertible Preferred Stock"), is hereby
authorized and created, said series to consist of up to 48 shares, with a
stated
value of $12,500.00 per share of Series C 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 follow:
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1.
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No
dividends on Series C Convertible Preferred Stock. There are no
dividends on Series
C Convertible Preferred
Stock.
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2.
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Conversion
of Series C Convertible Preferred
Stock.
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(a)
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Each
holder of shares of Series C 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 C Convertible Preferred Stock.
Fractional Conversions are
permitted.
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(b)
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To
exercise his conversion
privilege, the holder of any shares of Series C
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 C 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 C 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 C 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 C Convertible Preferred Stock representing
the
unconverted portion of the certificate or certificates so
surrendered,
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(c)
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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 C Convertible Preferred
Stock, the
full number of shares of Common Stock deliverable upon the conversion
of
all Series C 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 C Convertible Preferred Stock at the time
outstanding.
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(d)
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If
any shares of Common Stock to be reserved for the purpose of conversion
of
shares of Series C 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.
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(e)
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All
shares of Common Stock which may be issued upon conversion of the
shares
of Series C Convertible Preferred Stock will upon issuance by the
Company
be validly issued, fully paid and non-assessable and free from
all taxes,
lieus and charges with respect to the issuance
therefor.
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(f)
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In
case any shares of Series C 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 C Convertible Preferred
Stock.
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(g)
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The
conversion ratio of the Series C Convertible Preferred Stock into
Common
Stock of the Company shall be subject to adjustment from time to
time as
follows:
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(i)
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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.
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(ii)
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Non-Cash
Dividends, Stock Purchase Rights, Capital Reorganization and
Dissolutions. In the
event:
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(a)
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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
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(b)
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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
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(c)
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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
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(d)
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of
the voluntary or involuntary dissolution, liquidation or winding
up of the
Company;
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then,
and
in any such ease, the Company shall cause to be mailed to the holders of
record
of the outstanding Series C 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.
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3.
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Voting
of Series C Convertible Preferred Stock. The shares of Series C
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 C Convertible
Preferred Stock shall be entitled to cast such number of votes
for each
share of Series C 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 fifteen (15) times the number
of
shares of the Company's Common Stock into which each of such holder's
shares of Series C 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 C Convertible
Preferred Stock and any other stock having voting rights shall
vote
together as one class, except as provided by
law,
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4.
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Liquidation
Rights.
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(a)
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In
the event of any voluntary or involuntary liquidation, dissolution
or
winding up of the Company, the holders of shares of Series C 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 $12,500.00 per
share
("Liquidation Amount").
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(b)
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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 a liquidation as contemplated herein,
the
holders of Series C Convertible Preferred Stock shall be entitled
to
received an amount equal to the Liquidation
Amount.
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(c)
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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 C 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 C Convertible Preferred
Stock of
the appraiser's valuation.
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5.
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No
Redemption by the Company. Series C Convertible Preferred
Stock is not redeemable by the
Company.
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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 and
Charles E. Leibold, its Chief Financial Officer, this 25
day of June, 2007.
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Blugate
Corporation
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| /s/ Stephen J. Sperco | ||
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Stephen J. Sperco,
Chief Executive Officer
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| /s/ Charles E. Leibold | ||
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Charles E. Leibold,
Chief Financial Officer
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THE
STATE OF TEXAS
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§
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§
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COUNTY
OF HARRIS
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§
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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 officer this 25th
day of June
2007.
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Barbara
C. Fullerton
Notary
Public
State
of Texas
My
Commission Expires
November
13, 2007
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/s/
Barbara C. Fullerton
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NOTARY
PUBLIC IN AND FOR THE STATE OF TEXAS
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THE
STATE OF TEXAS
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§
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§
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COUNTY
OF HARRIS
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§
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BEFORE
ME, the undersigned authority, on this day personally appeared
Charles E. Leibold, 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.
day
of
June 2007.
GIVEN
UNDER MY HAND AND SEAL of office this 25th
day of June
2007.
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Barbara
C. Fullerton
Notary
Public
State
of Texas
My
Commission Expires
November
13, 2007
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/s/
Barbara C. Fullerton
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NOTARY
PUBLIC IN AND FOR THE STATE OF TEXAS
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