EX-3.1 2 ex31-301.txt ARTICLES OF INCORPORATON AND AMENDMENTS ARTICLES OF INCORPORATION OF CHRISTIAN PURCHASING NETWORK, INC. FIRST: The name of the Corporation is CHRISTIAN PURCHASING NETWORK, INC. (the "Corporation"). SECOND: The duration of the Corporation is perpetual. THIRD: The Corporation is organized for the purpose of transacting any and all lawful business for which corporations may be formed under Chapter 607, of the Florida General Corporation act, as amended from time to time. FOURTH: The Corporation is authorized to issue 20,000,000 shares of common stock, $.001 par value, and 5,000,000 shares of preferred stock, $.O1 par value. The preferred stock may be issued from time to time in series, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issuance of such preferred stock, adopted by the Board of Directors' pursuant to the authority granted in this Articles. FIFTH: The street address of the initial registered office of the Corporation is: Court House Center, 175 N.W. First Avenue, Suite 2000, Miami, Florida 33128-9965 and the name of the initial registered agent of the Corporation at that address is: James S. Cassel, P.A. SIXTH: The Corporation shall have one director initially and the number of directors may be increased or diminished from time to time as provided in the Bylaws but shall never be less than one. The name and address of the initial director of the Corporation is: Thomas J. McElheny, 4672 McIntosh Lane, Sarasota, Florida 34232. SEVENTH: The name and address of the incorporator of the Corporation is: James S. Cassel, Broad and Cassel, Court House Center, 175 N.W. First Avenue, Suite 2000, Miami, Florida 33128-9965. EIGHTH: The Corporation shall indemnify, or advance expenses to, to the fullest extent authorized or permitted by the Florida General Corporation Act, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation; (iii) is or was an officer of the Corporation, provided that he is or was at the time a director of the Corporation; or (iv) is or was serving at the request of the Corporation as an officer of another corporation, provided that he is or was at the time a director of the Corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida General Corporation Act, and except as otherwise provided in the foregoing sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact that he is or was an officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. No person falling within the purview of the foregoing sentence may apply for indemnification or advancement of expenses to any court of competent jurisdiction. NINTH: The Corporation expressly elects not to be governed by Florida Statute 607.108, as amended from time to time, relating to affiliated transactions. TENTH: The Corporation expressly elects not to be governed by Florida Statute 607.109, as amended from time to time, relating to control share acquisitions. IN WITNESS WHEREOF, the undersigned subscriber as executed these Articles of Incorporation this 11th day of May, 1989. /s/ James S. Cassel ----------------------------------- James S. Cassel, Incorporator -2- STATE OF FLORIDA ) ) SS: COUNTY OF DADE ) BEFORE ME, a notary public authorized to take acknowledgments in the State and County set above, personally appeared JAMES S. CASSEL, known to me and known by me to be the person who executed the .foregoing Articles of Incorporation, and he acknowledged before me that he executed those Articles of Incorporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid, this 11th day of May, 1989. /s/ ----------------------------- Notary Public, State of Florida at Large My Commission Expires: Notary Public State of Florida My Commission Expires OCT. 15, 1990 -3- ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT I hereby accept the appointment as registered agent contained in the foregoing Articles of Incorporation and state that I am familiar with and accept the obligations of Section 607.325 of the Florida Statutes. /s/ James S. Cassel ------------------------------ James S. Cassel -4- State of Florida [LOGO] Department of State I certify that the attached is a true and correct copy of the Articles of Incorporation of CHRISTIAN PURCHASING NETWORK, INC., a corporation organized under the Laws of the State of Florida, filed on May 18, 1989, as shown by the records of this office. The document number of this corporation is K89077. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the 18th day of May, 1989. [SEAL] /s/ Jim Smith Jim Smith Secretary of State CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF PREFERRED SHARES OF CHPISTIAN PURCHASING NETWORK, INC., A FLORIDA CORPORATION Filed pursuant to ss.607.047 of the Florida General Corporation Act The undersigned, Thomas J. McElheny, Chairman of Christian Purchasing Network, Inc. (the "Company"), a Florida corporation, pursuant to the provisions of ss.607.047 of the Florida General Corporation Act, does hereby state and certify that the Board of Directors, by written consent pursuant to ss.607.134, Florida Statutes, duly adopted as of the date hereof the following resolution providing for the issue of a $1.00 Convertible Preferred Stock, Series 1989 (as hereinafter defined) and further providing for the designations, powers, preferences, and relative, participating, optional and other special rights thereof, and the qualifications, limitations or restrictions thereof, all in accordance with the provisions of ss.607.047 of the Florida General Corporation Act: RESOLVED, that of the 5,000,000 shares of Preferred Stock authorized, 300,000 shares shall be designated $1.00 Convertible Preferred Stock, Series 1989 and shall have the rights and preferences as set forth in the attached "Statement of Designations, Powers, Preferences and Rights". IN WITNESS WHEREOF, this Certificate has been signed by -1- Thomas J McElheny, Chairman of the Company, this day of November, 1989. /s/ Thomas J. McElheny ------------------------------ Thomas J. McElheny, Chairman ATTEST: By: /s/ J. Melvin Stewart ---------------------------------- J. Melvin Stewart, Secretary STATE OF FLORIDA ) ) SS: COUNTY OF ____ ) BEFORE ME, a Notary Public, authorized to take acknowledgements in the State and County set above, personally appeared Thomas J. McElheny known to me and known by me to be one of the persons who executed the foregoing statement and he acknowledged before me that he executed the statement. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid, this 6 day of November, 1989. /s/ --------------------------- Notary Public State of Florida My Commission Expires: [illegible] -2- STATEMENT OF DESIGNATIONS, POWERS PREFERENCES AND RIGHTS OF $1.00 CONVERTIBLE PREFERRED STOCK, SERIES 1989 OF CHRISTIAN PURCHASING NETWORK, INC. A. Designation. An aggregate of 300,000 shares of the authorized but unissued shares of Preferred Stock of Christian Purchasing Network, Inc. (the "Company"), par value $.01 per share (the "Preferred Stock") is hereby designated as "$1.OO Convertible Preferred, Stock, Series 1989" (hereinafter referred to as "Series 1989. Preferred Stock"). B. Dividend Rate. The holders of record of shares of the Series 1989 Preferred Stock shall be entitled to receive, out of funds legally available therefor, dividends in cash equal to 12% per annum of the face amount of the Series 1989 Preferred Stock. Dividends shall be cumulative. C. Voting Rights. The holders of shares of Series 1989 Preferred Stock shall be entitled to vote upon any matter relating to the business or affairs of the Company or for any other purpose in the amount of one vote per share with the Series 1989 Preferred Stock and the Common Stock voting as a single class for voting purposes. D. Conversion Rights. The shares of Series 1989 Preferred Stock shall be convertible, in whole or in part, at the option of the holders thereof, at any time after June 1, 1991 at the office of any duly appointed transfer agent for the Series 1989 Preferred Stock, and at such other office or offices, if any, as the Board of Directors of the Company may determine, into fully paid and non-assessable shares of Common Stock of the Company at the conversion price of one share of Common Stock for each One Dollar and Thirty-Nine Cent ($1 39) of face amount of Series 1989 Preferred Stock. Unpaid and accrued dividends shall be credited to the conversion price. The rate at which the Common Stock shall be deliverable in exchange for shares of Series 1989 Preferred Stock upon conversion thereof is hereinafter referred to as the "conversion rate" for the Series 1989 Preferred Stock. The conversion rate shall be subject to adjustment from time to time in certain instances as hereinafter provided, except that no adjustment shall be made unless by reason of the happening of any one or more of the events hereinafter specified, such adjustment would require an increase or decrease of at least 1% in such rates. Any adjustment of less than 1% that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, together with any adjustment or adjustments so carries forward, amounts to 1% or more. Before any holder of Series 1989 Preferred Stock shall be entitled to convert the same as provided herein, he shall surrender the certificate or certificates for such Series 1989 Preferred Stock at the Company's duly -1- appointed transfer agent, or at the office of the Company if a transfer agent has not been appointed, which certificate or certificates shall be duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blank, unless the Company shall waive such requirement, and shall give written notice to the Company at the aforesaid offices to convert said Series 1989 Preferred Stock, and shall state writing therein the name or names in which he wishes the certificate or certificates for Common Stock to be issued. The Company will as soon as practicable after such surrender of certificates for Series 1989 Preferred Stock accompanied by the written notice and the statement above prescribed, issue and deliver at the office of any transfer agent appointed as aforesaid, or at such other office or offices, if any, to the person for whose account such Series 1989 Preferred Stock was so surrendered, or to his nominee or nominees, certificates for the highest number of whole shares of Common Stock, as the case may be, to which he shall be entitled as aforesaid, with no cash adjustment for any fraction of a share in excess of the number of whole shares of Common Stock into which the surrendered Series 1989 Preferred Stock are converted. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the Series 1989 Preferred Stock to be converted and the rights of the converting holder of the shares of the Series 1989 Preferred Stock as such holder shall cease and the person or persons in whose name or names the certificates for shares of Common Stock, as the case may be, upon conversion of such Series 1989 Preferred Stock are to be issued shall be treated for all purposes as the record holder or holders of such Common Stock at the close of business on such date. The Company shall not be required to convert, and no surrender of Series 1989 Preferred Stock shall be effective for that purpose, while the stock transfer books of the Company are closed for any purpose; but the surrender of Series 1989 Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such Series 1989 Preferred Stock was surrendered, and at the conversion rate in effect at the date of such surrender. In the event of any liquidation, dissolution or winding up of the affairs of the Company, all conversion rights of the holders of Series 1989 Preferred Stock shall terminate on the date fixed by resolution of the Board of Directors of the Company, which date shall not be later than 10 days nor earlier than 20 days prior to such liquidation, dissolution or winding up. (1) If the Company shall at any time pay a dividend on its Common Stock in Common Stock, subdivide its outstanding shares of Common Stock into a larger number of shares or combine its outstanding shares of Common Stock into a smaller number of shares by reclassification or otherwise, the conversion rates in effect immediately prior thereto shall be adjusted so that each share of Series 1989 Preferred Stock shall thereafter be convertible into the number of shares of Common Stock which the holder of a share of Series 1989 Preferred Stock would have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (l) -2- shall become effective retroactively to the record date in the case of a dividend and shall become effective on the effective date in the case of a subdivision or combination. (2) If the Company shall distribute to all holders of shares of Common Stock any assets, any rights to subscribe (other than those referred to in the paragraph immediately preceding subparagraph (1) above) or any evidence of indebtedness or other securities of the Company, then in each such case the number of shares of Common Stock into which each share of Series 1989 Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which each share of Series 1989 Preferred Stock was theretofore convertible on the day immediately preceding the record date for the determination of the stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the average market price per share (determined as provided in subparagraph (3) below) of the Common Stock on such record date and the denominator of which shall be such average market price per share less the then fair market value (as determined, in the case of assets other than cash, in a resolution adopted by the Board of Directors of the Company, which shall be conclusive evidence of such fair market value) of the portion of the assets or evidence of indebtedness or securities so distributed or of such subscription rights applicable to one (1) share of Common Stock. Such adjustment shall become effective retroactively immediately after the record date. (3) For the purpose of any computation under this paragraph D, the average market price per share of Common Stock on any date shall be the average of the closing bid and asked price on the day prior to the date in question. The bid and asked prices shall be those prices on the National Association of Securities Dealers Quotation System or, if the Common Stock is not traded on such system, on the National Association of Securities Dealers "pink sheets", or if not listed on the "pink sheets", the average of the closing bid and asked prices as furnished by a New York Stock Exchange member firm selected from time to time by the Board of Directors of the Company for that purpose, or if there is no market price available, at the rate determined by the Company's Board of Directors. (4) In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation (other than a merger not involving any reclassification, conversion, or exchange of Common Stock, in which the Company is the surviving corporation), or in case of any sale or conveyance of all or substantially all of the property of the Company, each share of Series 1989 Preferred Stock shall thereafter be convertible into the number of shares of stock (of any class or classes) or other securities or property receivable upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance, as the case may be, by a holder of the number of shares of Common Stock into which such share of Series 1989 Preferred Stock was convertible immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance; and, in any case, appropriate adjustment (as determined by the -3- Board of Directors) shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the holder of the Series 1989 Preferred Stock, to the end that the provisions set forth herein (including the specified changes in and other adjustments of the conversion rates) shall thereafter be applicable, as near as reasonably practical, in relation to any share of stock or other- securities or other property thereafter deliverable upon the conversion of the Series 1989 Preferred Stock. (5) Whenever the conversion rate is adjusted as herein provided, the Company shall forthwith file with any transfer agent or agents for the Series 1989 Preferred Stock appointed as aforesaid a certificate signed by the President or one of the Vice Presidents of the Company and by its Treasurer or an Assistant Treasurer, stating the adjusted conversion rate determined as provided in this paragraph D, and in reasonable detail the facts requiring such adjustment. Such transfer agents shall be under no duty to make any inquiry or investigation as to the statements contained in any such certificate or as to the manner in which any computation was made, but may accept such certificate as conclusive evidence of the statements therein contained, and each transfer agent shall be fully protected with respect to any and all acts done or action taken or suffered by or suffered by it in reliance thereon. No transfer agent in its capacity as transfer agent shall be deemed to have any knowledge with respect to any change of capital structure of the Company unless and until it receives a notice thereof pursuant to the provisions of this subparagraph (5) and in the absence of any such notice each transfer agent may conclusively assume that there has been no such change. The Company shall at all times reserve and keep available, out of its authorized and unissued or treasury shares of Common Stock, or other stock or securities deliverable upon conversion pursuant to this paragraph D, solely for the purpose of effecting the conversion of the Series 1989 Preferred Stock, such number of shares as shall from time to time be sufficient to effect the conversion of all shares of Series 1989 Preferred Stock from time to time outstanding. The Company shall from time to time, in accordance with the laws of Florida, increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued or treasury shares of Common Stock shall not be sufficient to permit the conversion of all the then outstanding Series 1989 Preferred Stock. The Company will pay any and all issue and other taxes that may be payable in respect of any issue of delivery shares of Common Stock on conversion of Series 1989 Preferred Stock pursuant thereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that in which the Series 1989 Preferred Stock so converted was registered, and no such issue or delivery shall be made unless and until the person requesting such issue 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. -4- E. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before distribution or payment shall be made to the holder of any Common Stock or of any stock ranking Junior to the Series 1989 Preferred Stock in respect of distribution of assets, the holders of the Series 1989 Preferred Stock shall be entitled to receive $1.00 per share. In the event the assets of the Company available for distribution to the holders of shares of the Series 1989 Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the immediately preceding paragraph, no such distribution shall be made on account of any shares of any other class or series of capital stock of the Company ranking on a parity with or junior to the shares of the Series 1989 Preferred Stock, except that a proportionate distributive amount shall be paid on account of the shares of the Series 1989 Preferred Stock and any other class of shares ranking on a parity with the Series 1989 Preferred Stock, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. F. No Sinking Fund. The shares of Series 1989 Preferred Stock shall not be entitled to the benefit of any sinking fund to be applied to the purchase or redemption of such shares. C. Status of Converted Shares. Any shares of the Series 1989 Preferred Stock that at any time shall have been converted pursuant to paragraph D or that have been otherwise repurchased by the Company, shall after such conversion or repurchase have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. H. Optional Redemption. The Series 1989 Preferred Stock may be redeemed by the Company, at the Company's sole option, in whole or in part, any time after June 1, 1991. The Series 1989 Preferred Stock shall be redeemed at the redemption price of $1.00 per share plus an amount equal to any dividends declared on the Common Stock and unpaid on the shares to be redeemed through the redemption date. The shares to be redeemed shall be selected in such a manner as determined by the Board of Directors. Notice of any redemption, specifying the time and place of redemption, shall be mailed or caused to be mailed by the Company addressed to each holder of record of Series 1989 Preferred Stock to be redeemed at his last address as the same appears on the books and records of the Company, at least thirty (30) days prior to the redemption date. During the interim between the notice of redemption and the redemption date, the shares may be converted into Common Stock in accordance with the procedures specified above. If such notice of redemption shall have been duly mailed, or irrevocable instructions to effect such mailing shall have been given to the transfer agent or agents for such stock, and if on or before the redemption date, all funds necessary -5- for such redemption shall have been set aside by the Company in trust for the account of the holders of shares of Series 1989 Preferred Stock to be redeemed so as to be available therefore then from and after the mailing of such notice or the giving of such irrevocable instruments and the setting aside of such funds notwithstanding that any certificate for shares of Series 1989 Preferred Stock so called for redemption shall not have surrendered for cancellation, the shares of Series 1989 Preferred Stock represented thereby shall no longer be deemed outstanding and the holder of such certificate or certificates shall have with respect to such shares of Series 1989 Preferred Stock no rights in or respect to the Company except the right to receive the redemption price thereof without interest upon the surrender of such certificate or certificates and after the redemption dates such shares of redeemable preferred stock shall not be transferable on the books and records of the Company. -6- [SEAL] FLORIDA DEPARTMENT OF STATE Jim Smith Secretary of State November 22, 1989 BROAD AND CASSEL KAYLA J. BISHOP 175 NW FIRST AVE., SUITE 2000 MIAMI, FL 33128 Re: Document Number K89077 Dear Ms. Bishop: This will acknowledge receipt of your Amendment to the Articles of Incorporation for CHRISTIAN PURCHASING NETWORK, INC., a Florida corporation, which was filed on November 17, 1989. We have received your remittance totaling $50.00. Enclosed please find your certificate(s). Should you have any questions regarding this matter please telephone (904) 487-6050, the Amendment Filing Section. TAWANA MCCLELLAN Division of Corporations Division of Corporations, PO Box 6327, Tallahassee, Florida 32314 CR2E042 State of Florida [SEAL] Department of State I certify that the attached is a true and correct copy of the Articles of Amendment filed on November 17, 1989, to Articles of Incorporation for CHRISTIAN PURCHASING NETWORK, INC., a Florida corporation, as shown by the records of this office. The document number of this corporation is K89077. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the 22nd day of November 1989 [SEAL] /s/ Jim Smith Jim Smith Secretary of State ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF CHRISTIAN PURCHASING NETWORK, INC. The undersigned, President of Christian Purchasing Network, Inc., a Florida corporation (the "Corporation"), desiring to amend the Articles of Incorporation of the Corporation pursuant to Section 607.1001 of the Florida Business Corporation Act, hereby state as follows: 1. The name of the Corporation is Christian Purchasing Network, Inc. 2. The Articles of Incorporation of the Corporation are amended by adding the following Article Eleven in its place and stead: Eleven: Effective as of the annual meeting of shareholders in 1992, the Board of Directors shall be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as possible and the term of office of directors of one class shall expire at each annual meeting of shareholders, and in all cases as to each director, until his successor shall be elected and shall qualify, or until his earlier resignation, removal from office, death or incapacity. Members of all three classes will be elected at the annual meeting of shareholders in 1992. Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible. Vacancies, including vacancies created from an increase in the size of the Board of Directors, shall be filled by the affirmative vote of a majority of the entire Board. The initial term of office of directors of Class I shall expire at the annual meeting of shareholders in 1993; that of Class II shall expire at the annual meeting in 1994; and that of Class III shall expire at the annual meeting in 1995. At each annual meeting of shareholders, the number of directors equal to the number of directors of the class whose term expires at the time of such meeting (or, if less, the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding annual meeting of shareholders after their election. 3. The amendment to the Articles of Incorporation of the Corporation was approved by a majority of the shareholders entitled to vote thereon at the Annual Meeting of Shareholders held on May 1, 1992. There being only one voting group, the number of votes cast for the amendment by the holders of common stock was sufficient for approval. IN WITNESS WHEREOF, the undersigned have executed this Certificate this 1st day of May 1992. /s/ Thomas J. McElheny ------------------------------ Thomas J. McElheny, President ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF CHRISTIAN PURCHASING NETWORK, INC., A FLORIDA CORPORATION The undersigned, Thomas J. McElheny, Chairman of the Board of Christian Purchasing Network, Inc. (the "Company"), a Florida corporation, desiring to amend the Articles of Incorporation of the Company pursuant to the Florida Business Corporation Act, hereby states as follows: 1. The name of the Corporation is Christian Purchasing Network, Inc. 2. Pursuant to the provisions of ss.607.0602 of the Florida Business Corporation Act, the Articles of Incorporation of the Company are hereby amended to provide for the designation of 3,000,000 shares of the Company's Preferred Stock as 8% Convertible Redeemable Cumulative Preferred Stock, having the rights and preferences as set forth in the attached "Statement of Designations, Powers, Preferences and Rights of 8 % Convertible Redeemable Cumulative Preferred Stock of Christian Purchasing Network, Inc." attached hereto as Exhibit A. 3. The foregoing amendment was duly adopted by the Board of Directors on December 30, 1992. Shareholder approval of this Amendment is not required. Dated: January 5, 1993. By: /s/ Thomas J. McElheny ------------------------------ Thomas J. McElheny, Chairman STATEMENT OF DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF 8% CONVERTIBLE REDEEMABLE CUMULATIVE PREFERRED STOCK OF CRHISTIAN PURCHASING NETWORK, INC. 1. DESIGNATION. An aggregate of 3,000,000 shares of the authorized but unissued shares of Preferred Stock of Christian Purchasing Network, Inc. (the "Company"), per value $.01 per share (the "Preferred Stock") is hereby designated as "8% Convertible Redeemable Cumulative Preferred Stock" (hereinafter referred to as the "8% Preferred Stock"). 2. RISK. All shares of 8% Preferred Stock shall rank prior to all of the Corporation's Common Stock, per value $.001 per share (the "Common Stock"), now or hereafter issued, both as to payment of dividends and as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. 3. DIVIDEND RATE. The holders of the 8% Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds at the time legally available therefor, dividends at the rate of $.06 per annum per share, and no more, which shall be fully cumulative, shall accrue without interest from the date of first issuance and shall be payable to each semi annually in arrears on June 30 and December 31 of each year commencing June 30, 1993 (except that if any such date is a Saturday, Sunday or legal holiday than such dividend shall be payable on the next day that is not a Saturday, Sunday or legal holiday) to holders of record as they appear on the stock books of the Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment dates for such dividends, as are fixed by the Board of Directors. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in the City of New York. Subject to the next paragraph of this Section 3, dividends on account of arrears for any past dividend period may be declared and paid at any time, without reference to any regular dividend payment date. The amount of dividends payable per share of 8% Preferred Stock for each semi-annual dividend period shall be computed by dividing the annual dividend by two. The amount of dividends payable for the initial dividend period and any period that differs from a full semi-annual dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. No dividends or other distributions, other than dividends payable solely in shares of Common Stock or other capital stock of the Corporation ranking junior as to dividends and as to liquidation rights to the 8% Preferred Stock, shall be declared, paid or set apart for payment on, and no purchase, redemption or other acquisition shall be made by the Corporation of, any shares of Common Stock or other capital stock of the Corporation residing junior as to dividends to the 8% Preferred Stock, including the full dividend for the then-current semi-annual dividend period, shall have been paid or declared and set apart for payment. If at any time dividends on any capital stock of the Corporation ranking senior as to dividends to the 8% Preferred Stock (the "Senior Dividend Stock") shall be in default, in whole or in part, then (except to the amount allowed by the terms of such Senior Dividend Stock) no dividend shall be paid or declared and set apart for payment on the 8% Preferred Stock unless any and all accrued and unpaid dividends with respect to the Senior Dividend Stock, including the full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any class or series of the Corporation's capital stock ranking, as to dividends, on a parity with the 8% Preferred Stock (the "Parity Dividend Stock") for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the 8% Preferred Stock for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. No full dividends shall be paid or declared and set apart for payment on the 8% Preferred Stock for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full upon the 8% Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set aside for payment upon shares of 8% Preferred Stock and the Parity Dividend Stock shall be paid or declared and set aside for payment pro rata so that the amount of dividends paid or declared and set aside for payment per share on the 8% Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of 8% Preferred Stock and the Parity Dividend Stock bear to each other. Any reference to "distribution" contained in this Section 3 shall not be deemed to include any distribution made in connection with any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. 4. NO VOTING RIGHTS. The holders of shares of 8% Preferred Stock shall have no voting rights. 5. CONVERSION RIGHTS. The shares of 8% Preferred Stock shall be convertible, in whole or in part, at the option of the holders thereof, at any time after their issuance, at the office of any duly appointed transfer agent for the Preferred Stock, and at such other office or offices, if any, as the Board of Directors of the Company may determine, into fully paid and non-useable shares of Common Stock of the Company at the rate of one share of Common Stock for each $3.50 in Pace Amount of the 8% Preferred Stock. ("Face Amount" meaning for all purposes herein, the offering price per share of Preferred Stock of $1.00) Unpaid and accrued dividends shall be credited to the conversion price. The rate at which the Common Stock shall be deliverable in exchange for shares of 8% Preferred Stock upon conversion thereof is hereinafter referred in as the "conversion rule" for the 8% Preferred Stock. The conversion rule shall be subject to adjustment from time to time in certain instances as hereinafter provided, except that no 2 adjustment shall be made unless by reason of the happening of any one or more of the events hereinafter specified, such adjustment would require an increase or decrease of at least 1% in such rules. Any adjustment of less than 1% that would otherwise be required than to be made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, together with any adjustment or adjustments so carried forward, amounts to 1% or more. Before any holder of 8% Preferred Stock shall be entitled to convert the same as provided herein, he shall surrender the certificate for certificates for such 8% Preferred Stock at the Company's duly appointed transfer agent, or at the office of the Company if a transfer agent has not been appointed, which certificate or certificates shall be duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blank, unless the Company shall waive such requirement, and shall give written notice to the Company at the aforesaid offices to convert said Preferred Stock, and shall state in writing therein the name or names in which he wishes the certificate or certificates for Common Stock to be issued. The Company will be seen as practicable after such surrender of certificates for the 8% Preferred Stock accompanied by the written notice and the statement above prescribed, issue and deliver at the office of any transfer agent appointed as aforesaid, or at such other office or offices, if any, to the person for whose account such 8% Preferred Stock was so surrendered, or to his nominee or nominees, certificates for the highest number of whole shares of Commons Stock, as the case may be, to which he shall be entitled as aforesaid, with no cash adjustment for any fraction of a share in excess of the number of whole shares of Common Stock into which the surrendered 8% Preferred Stock are converted. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the 8% Preferred Stock to be converted and the rights of the converting holder of the shares of the Preferred Stock as such holder shall cease and the person or persons in whose name of names the certificates for shares of Common Stock, as the case may be, upon conversion of such Preferred Stock are to be issued shall be treated for all purposes as the record holder or holders of such Common Stock at the close of business on such date. The Company shall not be required to convert, and no surrender of 8% Preferred Stock shall be effective for that purpose, while the stock transfer books of the Company are closed for any purpose; but the surrender of 8% Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such 8% Preferred Stock was surrendered, and at the conversion rate in effect at the date of such surrender. In the event of any liquidation, dissolution or winding up of the affairs of the Company; all conversion rights of the holders of 8% Preferred Stock shall terminate on the date fixed by resolution of the Board of Directors of the Company, which date shall not be later than 10 days nor earlier than 20 days prior to such liquidation, dissolution or winding up. (a) If the Company shall at any time pay a dividend on its Common Stock in Common Stock, subdivide its outstanding shares of Common Stock into a larger number 3 of shares or combine its outstanding shares of Common Stock into a smaller number of shares by reclassification or otherwise, the conversion rates in effect immediately prior thereto shall be adjusted so that each share of 8% Preferred Stock shall thereafter be convertible into the number of shares of Common Stock which the holder of a share of 8% Preferred Stock would have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (a) shall become effective retroactively to the record date in the case of a dividend and shall become affective on the effective date in the case of a subdivision or combination. (b) If the Company shall distribute to all holders of shares of Common Stock any names, any rights to subscribe (other than those referred to in the paragraph immediately preceding subparagraph (a) above) or any evidence of indebtedness or other securities of the Company, then in each such case the number of shares of Common Stock into which each share of 8% Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which each share of Preferred Stock was theretofore convertible on the day immediately preceding the record date for the determination of the stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the average market price per share (determined as provided in subparagraph (c) below) of the Common Stock on such record date and the denominator of which shall be such average market price per share less the then fair market value (as determined, in the case of assets other than cash, in a resolution adopted by the Board of Directors of the Company, which shall be conclusive evidence of such fair market value) of the portion of the assets or evidence of indebtedness of securities so distributed or of such subscription rights applicable to one (1) share of Common Stock. Such adjustment shall become effective retroactively immediately after the record date. (c) For the purpose of any computation under this Paragraph 5, the average market price per share of Common Stock on any date shall be the average of the closing bid and asked price on the day prior to the date in question. The bid and asked prices shall be those prices on the National Association of Securities Dealers Quotation System or, if the Common Stock is not traded on such system, on the National Association of Securities Dealers "pink sheets", or if not listed on the "pink sheets", the average of the closing bid and asked prices as furnished by a New York Stock Exchange member firm selected from time to time by the Board of Directors of the Company for that purpose, or if there is no market price available, at the rate determined by the Company's Board of Directors. (d) In case of any capital reorganization or any reclassification of the capital stock of the Company or is in case of the consolidation or merger of the Company with another corporation (other than a merger not involving any reclassification, conversion, or exchange of Common Stock, in which the Company is the surviving corporation), or in case of any sale or conveyance of all or substantially all of the property of the Company, each share of 8% Preferred Stock shall thereafter be convertible into the number of shares of stock (of any class or classes) or other securities or property receivable upon such capital reorganization, 4 reclassification of capital stock, consolidation, merger, sale or conveyance, as the sum may be, by a holder of the number of shares of Common Stock also which such share of 8% Preferred Stock was convertible immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance; and, in any case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to rights and interacts thereafter of the holder of the 8% Preferred Stock, to the end that the provisions set forth herein (including the specified changes in and other adjustments of the conversion rates) shall thereafter be applicable, as near as reasonably practical, in relation to any share of stock or other securities or other property thereafter deliverable upon the conversion of the 8% Preferred Stock. (e) Whenever the conversion rule is adjusted as herein provided, the Company shall forthwith file with any transfer agent or agents for the 8% Preferred Stock appointed as aforesaid a certificate signed by the President or one of the Vice Presidents of the Company and by its Treasurer or an Assistant Treasurer, stating the adjusted conversion rule determined as provided in this Paragraph 5, and in reasonable detail the facts requiring such adjustment. Such transfer agents shall be under no duty to make any inquiry or investigation as to the statements contained in any such certificate or as to the manner in which any computation was made, but may accept such certificate as conclusive evidence of the statements therein contained, and each transfer agent shall be fully protected with respect to any and all acts done or action taken or suffered by it to reliance thereon. No transfer agent in its capacity as transfer agent shall be deemed to have any knowledge with respect to any change of capital structure of the Company unless and until received a notice thereof pursuant to the provisions of this Paragraph 5 and in the absence of any such notice each transfer agent may conclusively assume that there has been no such change. The Company shall at all times reserve and keep available, out of its authorized and unissued or treasury shares of Common Stock, or other stock or securities deliverable upon conversion pursuant to this Paragraph 5, solely for the purpose of effecting the conversion of the 8% Preferred Stock, such number of shares as shall from time to time be sufficient to affect the conversion of all shares of Preferred Stock from time to time outstanding. The Company shall from time to time, in accordance with the laws of Florida, increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued or treasury shares of Common Stock shall not be sufficient to permit the conversion of all the then outstanding 8% Preferred Stock. The Company will pay any and all issue and other taxes that may be payable in respect of any issue of delivery of shares of Common Stock on conversion of 8% Preferred Stock pursuant thereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that in which the 8% Preferred Stock so converted was registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such has been paid. 5 6. LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holder of any Common Stock or of any stock ranking junior to the 8% Preferred Stock in respect of distribution of assets, the holders of the 8% Preferred Stock shall be entitled to receive $1.00 per share. In the event the assets of the Company available for distribution to the holders of shares of the 8% Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the immediately preceding paragraph, no such distribution shall be made on account of any shares of any other class or series of capital stock of the Company ranking on a parity with or junior to the shares of the 8% Preferred Stock, except that a proportionate distributive amount shall be paid on account of the shares of the 8% Preferred Stock and any other class of shares ranking on a parity with the 8% Preferred Stock, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. 7. NO SINKING FUND. The shares of 8% Preferred Stock shall not be entitled to the benefit of any sinking fund to be applied to the purchase or redemption of such shares. 8. STATUS OF CONVERTED SHARES. Any shares of the 8% Preferred Stock that at any time shall have been converted pursuant to Paragraph 5 or the have been otherwise repurchased by the Company, shall after such conversion or repurchase have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. 9. MANDATORY CONVERSION. If at any time the closing bid price per share of the Corporation's Common Stock for a period of 30 consecutive trading days exceeds $5.25 per share, then, in such event, the Corporation may at its sole option, upon 30 days' written notice to holders of 8% Preferred Stock, automatically convert the 8% Preferred Stock to Common Stock at the conversion rate. For the purposes of this Section 8, the determination of the closing bid price per share of the Corporation's Common Stock shall be as reported on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the NASDAQ Market System or, if the common Stock is not listed or admitted to trading on any national securities exchange or admitted to trading on any national securities exchange or quoted on the NASDAQ Market System, the average of the low bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Corporation for that purpose. All of the other provisions set forth hereinabove with respect to conversion provisions generally, as set forth in Section 5, including but not limited to the adjustment of the conversion rate in certain events as set forth in Section 5 hereof, shall be applicable hereto in 6 the event the Company exercises its option to cause a mandatory conversion of the Preferred Stock. Not more than 60 nor less than 20 days prior to the date of mandatory conversion, notice by first class mail, postage prepaid, shall be given to the holders of record of the 8% Preferred Stock to be so converted, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such notice of mandatory conversion shall specify the date for conversion, the conversion rate and that on and after the date of mandatory conversion, dividends will cease to accumulate on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the 8% Preferred Stock receives such notice; and failure to give such notice by mail, or an defect in such notice to the holders of any shares designated for mandatory conversion shall not affect the validity of the proceedings for the mandatory conversion. On or after the date fixed for mandatory conversion as stated in such notice, such holder of the shares shall be issued a certificate or certificates for the requisite number of shares of Common Stock of the Corporation. 10. NONREDEEMABLE. The 8% Preferred Stock is nonredeemable. 11. PREEMPTIVE RIGHTS. The 8% Preferred Stock is not entitled to any preemptive or subscription right in respect of any securities of the Corporation. 12. SEVERABILITY OF PROVISIONS. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the amount of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law. 7 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF CHRISTIAN PURCHASING NETWORK, INC. The undersigned, President and Secretary of Christian Purchasing Network, Inc., a Florida corporation (the "Corporation"), desiring to amend the Articles of Incorporation of the Corporation pursuant to Section 807.1001 of the Florida Business Corporation Act, state as follows: 1. The name of the corporation is Christian Purchasing Network, Inc. 2. The Articles of Incorporation of the Corporation are amended by deleting the first article in its entirety and inserting the following first article in its place and stead: FIRST: The name of the corporation is Jordan American Holdings, Inc. (the "Corporation"). 3. The amendment to the Articles of Incorporation of the Corporation was approved by a majority of the shareholders entitled to vote thereof at the annual meeting of shareholders held on April, 28, 1993. 4. Holders of the Corporation's shares of Common Stock are entitled to vote as a group on this amendment. The number of votes cast by this group was sufficient for the approval of the voting group. IN WITNESS WHEREOF, the undersigned have reviewed this Certificate this 8th day of June, 1993. /s/ Thomas J. McElheny ------------------------------ Thomas J. McElheny, President /s/ Ernest J. Dean, Jr. ------------------------------ Ernest J. Dean, Jr., Secretary ARTICLES OF MERGER OF EQUITY ASSETS MANAGEMENT, INC., a Florida corporation, and JORDAN AMERICAN HOLDINGS, INC., a Florida corporation ------------------------------- Pursuant to the provisions of the Florida Business Corporation Act governing the merger of a domestic corporation with and into a domestic corporation, the undersigned corporations adopt the following Articles of Merger: 1. The names of the merging corporations are Jordan American Holdings, Inc., which is a business corporation organized under the laws of the State of Florida and which shall be the surviving corporation ("Surviving Corporation"), and Equity Assets Management, Inc., which is a business corporation organized under the laws of the State of Florida and the existence of which will cease ("Disappearing Corporation"). 2. The Surviving Corporation will continue its existence as the surviving corporation under its current name pursuant to the provisions of the laws of the State of Florida. 3. The merger shall be effective as of August 1, 1995. 4. The Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit "A", was approved and adopted by the Board of Directors of the Disappearing Corporation and the Board of Directors of the Surviving Corporation by written consents dated July 27, 1995. 5. Shareholder approval of the Agreement and Plan of Merger was not required. IN WITNESS WHEREOF, the duly authorized officers of the constituent corporations have executed these Articles of Merger as of the 27 day of July, 1995. "DISAPPEARING CORPORATION" EQUITY ASSETS MANAGEMENT, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark ------------------------------- Title: Chief Operating Officer ------------------------------ "SURVIVING CORPORATION" JORDAN AMERICAN HOLDINGS, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark ------------------------------- Title: Chief Operating Officer ------------------------------ EXHIBIT A AGREEMENT AND PLAN OF MERGER OF JORDAN AMERICAN HOLDINGS, INC. AND EQUITY ASSETS MANAGEMENT, INC. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement and Plan") is entered into this 27 day of July, 1995, by and between JORDAN AMERICAN HOLDINGS, INC., a Florida corporation (the "Surviving Corporation"), and EQUITY ASSETS MANAGEMENT, INC., a Florida corporation (the "Disappearing Corporation"), as approved by the Boards of Directors of said corporations: RECITALS: --------- A. Surviving Corporation is a corporation duly organized and existing under the laws of the State of Florida. B. Disappearing Corporation is a corporation duly organized and existing under the laws of the State of Florida. C. Surviving Corporation is the sole shareholder of Disappearing Corporation. D. Directors of the Disappearing Corporation and the Surviving Corporation believe that the merger of the Disappearing Corporation into the Surviving Corporation would be advantageous and beneficial to the respective shareholders, employees and customers of those corporations. E. Disappearing Corporation and Surviving Corporation have agreed that Disappearing Corporation shall merge into the Surviving Corporation upon the terms and conditions and in the manner set forth in this Agreement and Plan and in accordance with the applicable laws of the State of Florida. NOW, THEREFORE, in consideration of the mutual covenants, agreements, provisions, grants, guarantees and representations contained in this Agreement and Plan and in order to consummate the transaction described above, Disappearing Corporation and Surviving Corporation, the constituent corporations to this Agreement and Plan, agree as follows: 1. MERGER. Disappearing Corporation shall be merged with and into surviving Corporation. 2. FILING AND EFFECTIVE TIME. Surviving Corporation shall file with the Florida Department of State Articles of Merger pursuant to Section 607.1105 of the Florida Business Corporation Act (the "Florida Act"). The effective date of the merger (the "Effective Date") shall be August 1, 1995. 3. SURVIVING CORPORATION. The Surviving Corporation shall continue its existence under its current name pursuant to the provisions of the Florida Act, and shall succeed without other transfer to all the rights and properties of the Disappearing Corporation and shall be subject to all the debts and liabilities of the Disappearing Corporation in the same manner as if Surviving Corporation had incurred them in accordance with the laws of the State of Florida. 4. DISAPPEARING CORPORATION. The separate existence of the Disappearing Corporation shall cease upon the Effective Date of the merger in accordance with the provisions of the laws of the State of Florida. 5. TERMS OF THE MERGER. Each share of common stock of the Surviving Corporation outstanding immediately prior to the merger, and all rights in respect thereof, shall not be changed as a result of the merger and shall continue to be outstanding. On the Effective Date, each share of common stock of the Disappearing Corporation outstanding immediately prior to the merger, and all rights in respect thereof, shall cease to exist and be cancelled. The sole shareholder of the Disappearing Corporation is the Surviving Corporation. 6. ARTICLES OF INCORPORATION. The Articles of Incorporation of the Surviving Corporation as now in force and effect shall remain in force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Act. 7. BYLAWS. The Bylaws of the Surviving Corporation as now in force and effect shall remain in force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Act. 8. DIRECTORS AND OFFICERS. The directors of the Surviving Corporation upon the Effective Date shall continue to be the directors of the Surviving Corporation, all of whom shall hold their directorships until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the Surviving Corporation. The officers of the Surviving Corporation upon the Effective Date shall be as follows: W. Neal Jordan Chairman of the Board, President and Chief Executive Officer Charles R. Clark Senior Vice President and Chief Operating Officer Frederick A. Whittlesey Vice President - Finance and Administration, Treasurer and Secretary All of the foregoing officers shall hold their positions until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the Surviving Corporation. 2 Disappearing Corporation and Surviving Corporation, the proper officers of each corporation shall, and are hereby authorized and directed to, cause to be executed and filed such documents prescribed by the laws of the State of Florida and to perform all such further acts as the same may be necessary or proper to render effective the merger contemplated by this Agreement and Plan. 10. AMENDMENT. This Agreement and Plan may be amended with the approval of the Boards of Directors of the Surviving Corporation and the Disappearing Corporation at any time prior to the filing of this Agreement and Plan with the Florida Department of State. 11. GOVERNING LAW. This Agreement and Plan shall be construed in accordance with and governed by the laws of the State of Florida, without resort to choice of law principles. 12. FURTHER ASSURANCES. Each of the parties hereto shall take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to effectuate the merger. 13. COUNTERPARTS. This Agreement and Plan may be executed in one or more counterparts, each of which will be deemed an original and all of which together will contribute one and the same instrument. IN WITNESS WHEREOF, the duly authorized officers of the constituent corporations have executed this Agreement and Plan as of the date first above written. "DISAPPEARING CORPORATION" EQUITY ASSETS MANAGEMENT, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark ------------------------------- Title: Chief Operating Officer ------------------------------ "SURVIVING CORPORATION" JORDAN AMERICAN HOLDINGS, INC., a Florida corporation By: /s/ W. Neal Jordan --------------------------------- Name: W. Neal Jordan ------------------------------- Title: Director ------------------------------ 3 ARTICLES OF MERGER OF EQUITY ASSETS MANAGEMENT, INC., A FLORIDA CORPORATION, AND JORDAN AMERICAN HOLDINGS, INC., A FLORIDA CORPORATION --------------------------------- Pursuant to the provisions of the Florida Business Corporation Act governing the merger of a domestic corporation with and into a domestic corporation, the undersigned corporations adopt the following Articles of Merger: 1. The names of the merging corporations are Jordan American Holdings, Inc., which is a business corporation organized under the laws of the State of Florida and which shall be the surviving corporation ("Surviving Corporation"), and Equity Assets Management, Inc., which is a business corporation organized under the laws of the State of Florida and the existence of which will cease ("Disappearing Corporation"). 2. The Surviving Corporation will continue its existence as the surviving corporation under its current name pursuant to the provisions of the laws of the State of Florida. 3. The merger shall be effective as of August 1, 1995. 4. The Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit "A", was approved and adopted by the Board of Directors of the Disappearing Corporation and the Board of Directors of the Surviving Corporation by written consents dated July 27, 1995. 5. Shareholder approval of the Agreement and Plan of Merger was not required. IN WITNESS WHEREOF, the duly authorized officers of the constituent corporations have executed these Articles of Merger as of the 27 day of July, 1995. "DISAPPEARING CORPORATION" EQUITY ASSETS MANAGEMENT, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark --------------------------------- Title: C.O.O. --------------------------------- "SURVIVING CORPORATION" JORDAN AMERICAN HOLDINGS, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark --------------------------------- Title: C.O.O. --------------------------------- EXHIBIT A AGREEMENT AND PLAN OF MERGER OF JORDAN AMERICAN HOLDINGS, INC. AND EQUITY ASSETS MANAGEMENT, INC. ------------------------------ THIS AGREEMENT AND PLAN OF MERGER (the "Agreement and Plan") is entered into this 27 day of July, 1995, by and between JORDAN AMERICAN HOLDINGS, INC., a Florida corporation (the "Surviving Corporation"), and EQUITY ASSETS MANAGEMENT, INC., a Florida corporation (the "Disappearing Corporation"), as approved by the Boards of Directors of said corporations: R E C I T A L S: - - - - - - - - A. Surviving Corporation is a corporation duly organized and existing under the laws of the State of Florida. B. Disappearing Corporation is a corporation duly organized and existing under the laws of the State of Florida. C. Surviving Corporation is the sole shareholder of Disappearing Corporation. D. Directors of the Disappearing Corporation and the Surviving Corporation believe that the merger of the Disappearing Corporation into the Surviving Corporation would be advantageous and beneficial to the respective shareholders, employees and customers of those corporations. E. Disappearing Corporation and Surviving Corporation have agreed that Disappearing Corporation shall merge into the Surviving Corporation upon the terms and conditions and in the manner set forth in this Agreement and Plan and in accordance with the applicable laws of the State of Florida. NOW, THEREFORE, in consideration of the mutual covenants, agreements, provisions, grants, guarantees and representations contained in this Agreement and Plan and in order to consummate the transaction described above, Disappearing Corporation and Surviving Corporation, the constituent corporations to this Agreement and Plan, agree as follows: 1. MERGER. Disappearing Corporation shall be merged with and into Surviving Corporation. 2. FILING AND EFFECTIVE TIME. Surviving Corporation shall file with the Florida Department of State Articles of Merger pursuant to Section 607.1105 of the Florida Business Corporation Act (the "Florida Act"). The effective date of the merger (the "Effective Date") shall be August 1, 1995. 3. SURVIVING CORPORATION. The Surviving Corporation shall continue its existence under its current name pursuant to the provisions of the Florida Act, and shall succeed without other transfer to all the rights and properties of the Disappearing Corporation and shall be subject to all the debts and liabilities of the Disappearing Corporation in the same manner as if Surviving Corporation had incurred them in accordance with the laws of the State of Florida. 4. DISAPPEARING CORPORATION. The separate existence of the Disappearing Corporation shall cease upon the Effective Date of the merger in accordance with the provisions of the laws of the State of Florida. 5. TERMS OF THE MERGER. Each share of common stock of the Surviving Corporation outstanding immediately prior to the merger, and all rights in respect thereof, shall not be changed as a result of the merger and shall continue to be outstanding. On the Effective Date, each share of common stock of the Disappearing Corporation outstanding immediately prior to the merger, and all rights in respect thereof, shall cease to exist and be cancelled. The sole shareholder of the Disappearing Corporation is the Surviving Corporation. 6. ARTICLES OF INCORPORATION. The Articles of Incorporation of the Surviving Corporation as now in force and effect shall remain in force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Act. 7. BYLAWS. The Bylaws of the Surviving Corporation as now in force and effect shall remain in force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Florida Act. 8. DIRECTORS AND OFFICERS. The directors of the Surviving Corporation upon the Effective Date shall continue to be the directors of the Surviving Corporation, all of whom shall hold their directorships until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the Surviving Corporation. The officers of the Surviving Corporation upon the Effective Date shall be as follows: W. Neal Jordan Chairman of the Board, President and Chief Executive Officer Charles R. Clark Senior Vice President and Chief Operating Officer Frederick A. Whittlesey Vice President - Finance and Administration, Treasurer and Secretary All of the foregoing officers shall hold their positions until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the Surviving Corporation. 2 9. APPROVAL. The agreement contemplated by this Agreement and Plan has previously been submitted to and approved by the Board of Directors of the Disappearing Corporation and the Board of Directors of the Surviving Corporation. Approvals of the shareholders of the Disappearing Corporation and the Surviving Corporation are not required. Subsequent to the execution of this Agreement and Plan by the appropriate officers of the Disappearing Corporation and Surviving Corporation, the proper officers of each corporation shall, and are hereby authorized and directed to, cause to be executed and filed such documents prescribed by the laws of the State of Florida and to perform all such further acts as the same may be necessary or proper to render effective the merger contemplated by this Agreement and Plan. 10. AMENDMENT. This Agreement and Plan may be amended with the approval of the Boards of Directors of the Surviving Corporation and the Disappearing Corporation at any time prior to the filing of this Agreement and Plan with the Florida Department of State. 11. GOVERNING LAW. This Agreement and Plan shall be construed in accordance with and governed by the laws of the State of Florida, without resort to choice of law principles. 12. FURTHER ASSURANCES. Each of the parties hereto shall take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to effectuate the merger. 13. COUNTERPARTS. This Agreement and Plan may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the duly authorized officers of the constituent corporations have executed this Agreement and Plan as of the date first above written. "DISAPPEARING CORPORATION" EQUITY ASSETS MANAGEMENT, INC., a Florida corporation By: /s/ Charles R. Clark --------------------------------- Name: Charles R. Clark --------------------------------- Title: C.O.O. --------------------------------- "SURVIVING CORPORATION" JORDAN AMERICAN HOLDINGS, INC., a Florida corporation By: /s/ W. Neal Jordan --------------------------------- Name: W. Neal Jordan --------------------------------- Title: Director --------------------------------- 3 ARTICLES OF AMENDMENT OF JORDAN AMERICAN HOLDINGS, INC. I, A.J. ELKO, a Director of JORDAN AMERICAN HOLDINGS, INC., a Florida corporation (the "Corporation"), hereby certify as follows: 1. The name of the Corporation is Jordan American Holdings, Inc.. 2. The Corporation's "$1.00 Convertible Preferred Stock, Series 1989," none of which is currently outstanding, is hereby cancelled and the 300,000 shares of preferred stock designated for that series are hereby returned to the status of authorized but unissued shares of the Corporation's preferred stock, without designation as to series, until such shares are once more designated by the Corporation's Board of Directors as part of a particular series. 3. The Corporation's "8% Convertible Redeemable Cumulative Preferred Stock," none of which is currently outstanding, is hereby cancelled and the 3,000,000 shares of preferred stock designated for that series are hereby returned to the status of authorized but unissued shares of the Corporation's preferred stock, without designation as to series, until such shares are once more designated by the Corporation's Board of Directors as part of a particular series. 4. The Corporation's Board of Directors duly adopted this amendment on December 29, 2000. Pursuant to Section 607.0602 of the Florida Statutes, shareholder approval of this amendment is not required. IN WITNESS WHEREOF, I have executed these Articles of Amendment on behalf of the Corporation as of the 3rd day of January, 2001. JORDAN AMERICAN HOLDINGS, INC. By: /s/ A.J. Elko -------------------------- A.J. Elko, Director State of Florida [LOGO] Department of State I certify the attached is a true and correct copy of the Articles of Amendment, filed on January 17, 2001, to Articles of Incorporation for JORDAN AMERICAN HOLDINGS, INC., a Florida corporation, as shown by the records of this office. I further certify the document was electronically received under FAX audit number H01000007701. This certificate is issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below The document number of this corporation is K89077. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Eighteenth day of January, 2001 Authentication Code: 101A00002786-011801-K89077 -1/1 [SEAL] /s/ Katherine Harris Katherine Harris Secretary Of State ARTICLES OF AMENDMENT OF JORDAN AMERICAN HOLDINGS, INC. I, A.J. ELKO , a Director of JORDAN AMERICAN HOLDINGS, INC., a Florida corporation (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Jordan American Holdings, Inc.. 2. The Corporation's Articles of Incorporation are hereby amended to provide for the designation of 3,500,000 shares of the Company's authorized but unissued preferred stock as "2000 Convertible Cumulative Preferred Stock," having the rights and preferences as set forth in the attached "Statement of Designations, Preferences and Rights of 2000 Convertible Cumulative Preferred Stock of Jordan American Holdings, Inc.," which is attached hereto as Exhibit A. 3. The Corporation's Board of Directors duly adopted this amendment on December 29, 2000. Pursuant to Section 607.0602 of the Florida Statutes, shareholder approval of this amendment is not required. IN WITNESS WHEREOF, I have executed these Articles of Amendment on behalf of the Corporation as of the 3rd day of January, 2001. JORDAN AMERICAN HOLDINGS, INC. By: /s/ A.J. Elko -------------------------- A.J. Elko, Director/CFO EXHIBIT A STATEMENT OF DESIGNATIONS, PREFERENCES AND RIGHTS OF 2000 VARIABLE RATE CONVERTIBLE CUMULATIVE PREFERRED STOCK OF JORDAN AMERICAN HOLDINGS. INC. -------------------------------------------------------------------------------- 1. Designation. An aggregate of 3,500,000 shares of the authorized but unissued shares of Preferred Stock of Jordan American Holdings, Inc. (the "Corporation"), par value $.O1 per share (the "Preferred Stock"), is hereby designated as "2000 Variable Rate Convertible Cumulative Preferred Stock" (the "2000 Preferred Stock"). 2. Rank. All shares of the 2000 Preferred Stock will rank prior to all of the Corporation's Common Stock, par value $.001 per share (the "Common Stock"), now or hereafter issued, both as to payment of dividends and as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. 3. Dividend Rate. The holders of the 2000 Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation out of funds at the time legally available therefor, dividends at the rate of $.03 per annum per share for each of the calendar years 2001 through 2003, $.04 per annum per share for calendar year 2004, $.05 per annum per share for calendar year 2005, $.06 per annum per share for calendar year 2006, $.07 per annum per share for calendar year 2007, and $.08 per annum per share for calendar year 2008 and thereafter, which shall be fully cumulative, shall accrue without interest from the date of first issuance and shall be payable in cash semi-annually in arrears on June 30 and December 31 of each year commencing June 30, 2001 (except that if any such date is a Saturday, Sunday or legal holiday, then such dividend shall be payable on the next day that is not a Saturday, Sunday or legal holiday), to holders of record as they appear on the stock books of the Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment date for such dividends, as are fixed by the Board of Directors. If the Company shall fail to (a) declare and pay two semi-annual dividends, whether consecutive or cumulative, on the 2000 Preferred Stock and (b) pay all dividend arrearages and the current dividends due on the 2000 Preferred Stock by the end of the 12 months following the second failure to declare and pay a semi-annual dividend, then all dividend arrearages on the 2000 Preferred Stock to such date and thereafter until paid in full would accrue at a rate equal to the higher of (a) the then appropriate rate as set forth heretofore in this Section 3 or (b) $0.6857 per annum per share. When all such dividend arrearages at the higher rate are paid in full, the dividend rate would revert back to the appropriate rate as set forth heretofore in this Section 3. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in the City of New York. Subject to the next paragraph of this Section 3, dividends on account of arrears for any past dividend period may be declared and paid at any time, without reference to any regular dividend payment date. The amount of dividends payable per share of 2000 Preferred Stock for each semi-annual dividend period shall be computed by dividing the annual dividend by two. The amount of dividends payable for any period that differs from a full semi-annual dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. No dividends or other distributions, other than dividends payable solely in shares of Common Stock or other capital stock of the Corporation ranking junior as to dividends and as to liquidation rights to the 2000 Preferred Stock, shall be declared, paid or set apart for payment on, and no purchase, redemption or other acquisition shall be made by the Corporation of, any shares of Common Stock or other capital stock of the Corporation ranking junior as to dividends to the 2000 Preferred Stock (the "Junior Dividend Stock") unless and until all accrued and unpaid dividends on the 2000 Preferred Stock, including the full dividend for the then-current semi-annual dividend period, shall have been paid or declared and set apart for payment. If at any time dividends on any capital stock of the Corporation ranking senior as to dividends to the 2000 Preferred Stock (the "Senior Dividend Stock") shall be in default, in whole or in part, then (except to the extent allowed by the terms of such Senior Dividend Stock) no dividend shall be paid or declared and set apart for payment on the 2000 Preferred Stock unless and until all accrued and unpaid dividends with respect to the Senior Dividend Stock, including the full dividends for the then-current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any class or series of the Corporation's capital stock ranking, as to dividends, on a parity with the 2000 Preferred Stock (the "Parity Dividend Stock") for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the 2000 Preferred Stock for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. No full dividends shall be paid or declared and set apart for payment on the 2000 Preferred Stock for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full upon the 2000 Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set aside for payment upon shares of the 2000 Preferred Stock and the Parity Dividend Stock shall be paid or declared and set aside for payment pro rata so that the amount of dividends paid or declared and set aside for payment per share on the 2000 Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of the 2000 Preferred Stock and the Parity Dividend Stock bear to each other. The Corporation shall not issue any Senior Dividend Stock or any Parity Dividend Stock without the written consent of the holders of a majority of the 2000 Preferred Stock. Any reference to "distribution" contained in this Section 3 shall not be deemed to include any distribution made in connection with any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. 4. No Voting, Rights. The holders of shares of the 2000 Preferred Stock shall have no voting rights. 2 5. Conversion Rights. The shares of the 2000 Preferred Stock shall be convertible, in whole or in part, at the option of the holders thereof, at any time after their issuance, at the office of any duly appointed transfer agent for the Preferred Stock, and at such other office or offices, if any, as the Board of Directors of the Corporation may determine, into fully paid and non-assessable shares of Common Stock of the Corporation at the rate of one share of Common Stock for each $3.50 in Face Amount of the 2000 Preferred Stock. ("Face Amount" means, for all purposes herein, $1.00 per share.) Unpaid and accrued dividends shall be credited to the conversion price. The rate at which the Common Stock shall be deliverable in exchange for shares of the 2000 Preferred Stock upon conversion thereof is hereinafter referred to as the "conversion rate" for the 2000 Preferred Stock. The conversion rate shall be subject to adjustment from time to time in certain instances as hereinafter provided, except that no adjustment shall be made unless by reason of the happening of any one or more of the events hereinafter specified, such adjustment would require an increase or decrease of at least 1% in such rates. Any adjustment of less than 1% that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, together with any adjustment or adjustments so carried forward, amounts to 1% or more. Before any holder of the 2000 Preferred Stock shall be entitled to convert the same as provided herein, he shall surrender the certificate or certificates for such 2000 Preferred Stock at the Corporation's duly appointed transfer agent, or at the office of the Corporation if a transfer agent has not been appointed, which certificate or certificates shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank, unless the Corporation shall waive such requirement, and shall give written notice to the Corporation at the aforesaid offices to convert said Preferred Stock, and shall state in writing therein the name or names in which he wishes the certificate or certificates for Common Stock to be issued. The Corporation will as soon as practicable after such surrender of certificates for the 2000 Preferred Stock accompanied by the written notice and the statement above prescribed, issue and deliver at the office of any transfer agent appointed as aforesaid, or at such other office or offices, if any, to the person for whose account such 2000 Preferred Stock was so surrendered, or to his nominee or nominees, certificates for the highest number of whole shares of Common Stock, as the case may be, to which he shall be entitled as aforesaid, with no cash adjustment for any fraction of a share in excess of the number of whole shares of Common Stock into which the surrendered 2000 Preferred Stock is converted. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of the 2000 Preferred Stock to be converted and the rights of the converting holder of the shares of the 2000 Preferred Stock as such holder shall cease and the person or persons in whose name or names the certificates for shares of Common Stock, as the case may be, upon conversion of such 2000 Preferred Stock are to be issued shall be treated for all purposes as the record holder or holders of such Common Stock at the close of business on such date. The Corporation shall not be required to convert, and no surrender of 2000 Preferred Stock shall be effective for that purpose, while the stock transfer books of the Corporation are closed for any purpose; but the surrender of 2000 Preferred Stock for conversion during any period while such books are so 3 closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such 2000 Preferred Stock was surrendered, and at the conversion rate in effect at the date of such surrender. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, all conversion rights of the holders of the 2000 Preferred Stock shall terminate on the date fixed by resolution of the Board of Directors of the Corporation, which date shall not be later than 10 days nor earlier than 20 days prior to such liquidation, dissolution or winding up. (a) If the Corporation shall at any time pay a dividend on its Common Stock in Common Stock, subdivide its outstanding shares of Common Stock into a large number of shares or combine its outstanding shares of Common Stock into a smaller number of shares by reclassification or otherwise, the conversion rates in effect immediately prior thereto shall be adjusted so that each share of 2000 Preferred Stock shall thereafter be convertible into the number of shares of Common Stock which the holder of a share of 2000 Preferred Stock would have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (a) shall become effective retroactively to the record date in the case of a dividend and shall become effective on the effective date in the case of a subdivision or combination. (b) If the Corporation shall distribute to all holders of shares of Common Stock any assets, any rights to subscribe (other than those referred to in the paragraph immediately preceding subparagraph (a) above) or any evidence of indebtedness or other securities of the Corporation, then in each such case the number of shares of Common Stock into which each share of 2000 Preferred Stock shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which each share of 2000 Preferred Stock was theretofore convertible on the day immediately preceding the record date for the determination of the stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the average market price per share (determined as provided in sub-paragraph (c) below) of the Common Stock on such record date and the denominator of which shall be such average market price per share less the then fair market value (as determined, in the case of assets other than cash, in a resolution adopted by the Board of Directors of the Corporation, which shall be conclusive evidence of such fair market value) of the portion of the assets or evidence of indebtedness or securities so distributed or of such subscription rights applicable to one (1) share of Common Stock. Such adjustment shall become effective retroactively immediately after the record date. (c) For the purpose of any computation under this Section 5, the average market price per share of Common Stock on any date shall be the average of the closing bid and asked price on the day prior to the date in question. The bid and asked price shall be those prices on the National Association of Securities Dealers Automated Quotation System, or if the Common Stock is not traded on such system, on the OTC Bulletin Boards(R), or if not listed on the OTC Bulletin Board(R), the average of the closing bid and asked price as furnished by a New York Stock Exchange member firm selected from time to time by the Board of Directors of the Corporation for that purpose, or if there is no market price available, at the rate determined by the Corporation's Board of Directors. 4 (d) In case of any capital reorganization or any reclassification of the capital stock of the Corporation or in case of the consolidation or merger of the Corporation with another corporation (other than a merger not involving any reclassification, conversion, or exchange of Common Stock, in which the Corporation is the surviving corporation), or in case of any sale or conveyance of all or substantially all of the property of the Corporation, each share of 2000 Preferred Stock shall thereafter be convertible into the number of share of stock (of any class or classes) or other securities or property receivable upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance, as the case may be, by a holder of the number of shares of Common Stock into which such share of 2000 Preferred Stock was convertible immediately prior to such capital reorganization, reclassification or capital stock, consolidation, merger, sale or conveyance; and, in any case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the holder of the 2000 Preferred Stock, to the end that the provisions set forth herein (including the specified changes in and other adjustments of the conversion rates) shall thereafter be applicable, as near as reasonably practical, in relation to any share of stock or other securities or other property thereafter deliverable upon the conversation of the 2000 Preferred Stock. (e) Whenever the conversion rate is adjusted as herein provided, the Corporation shall forthwith file with any transfer agent or agents for the 2000 Preferred Stock appointed as aforesaid a certificate signed by the President or one of the Vice Presidents of the Corporation and by its Treasurer or an Assistant Treasurer stating the adjusted conversion rate determined as provided in this Section 5, and in reasonable detail the facts requiring such adjustment. Such transfer agents shall be under no duty to make any inquiry or investigation as to the statements contained in any such certificates or as to the manner in which any computation was made, but may accept such certificate as conclusive evidence of the statements therein contained, and each transfer agent shall be fully protected with respect to any and all acts done or action taken or suffered by it in reliance thereon. No transfer agent in it capacity as transfer agent shall be deemed to have any knowledge with respect to any change of capital structure of the Corporation unless and until it receives a notice thereof pursuant to the provisions of this Section 5 and in the absence of any such notice each transfer agent may conclusively assume that there has been no such change. The Corporations shall at all times reserve and keep available, out of its authorized and unissued or treasury shares of Common Stock, or other stock or securities deliverable upon conversion pursuant to this Section 5, solely for the purpose of effecting the conversion of the 2000 Preferred Stock, such number of shares as shall from time to time be sufficient to effect the conversion of all shares of the 2000 Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of Florida, increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued or treasury shares of Common Stock shall not be sufficient to permit the conversion of all the then outstanding 2000 Preferred Stock. The Corporation will pay any and all issue and other taxes that may be payable in respect of any issue and delivery of shares of Common Stock on conversion of 2000 Preferred 5 Stock pursuant thereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that in which the 2000 Preferred Stock so converted was registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid. 6. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holder of any Common Stock or any stock ranking junior to the 2000 Preferred Stock in respect of distribution of assets, the holders of the 2000 Preferred Stock shall be entitled to receive $1.00 per share. In the event the assets of the Corporation available for distribution to the holders of shares of the 2000 Preferred Stock upon dissolution, liquidation or winding up of the Corporation shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the immediately preceding paragraph, no such distribution shall be made on account of any share of any other class or series of capital stock of the Corporation ranking on a parity with or junior to the shares of the 2000 Preferred Stock, except that a proportionate distributive amount shall be paid on account of the shares of the 2000 Preferred Stock and any other class of shares ranking on a parity with the 2000 Preferred Stock (the "Parity Liquidation Stock"), ratably, in proportion to the full distributable amounts for which holders of all such Parity Liquidation Stock are respectively entitled upon such dissolution, liquidation or winding up. The Corporation shall not issue any Parity Liquidation Stock or any other series of preferred stock which is entitled to preference over the 2000 Preferred Stock as to distribution of assets upon the dissolution, liquidation or winding up of the Corporation, without the written consent of the holders of a majority of the 2000 Preferred Stock. 7. No Sinking Fund. The shares of the 2000 Preferred Stock shall not be entitled to the benefit of any sinking fund to be applied to the purchase or redemption of such shares. 8. Status of Converted Shares. Any shares of the 2000 Preferred Stock that at any time shall have been converted pursuant to Section 5 or that have been otherwise repurchased by the Corporation, shall after such conversion or repurchase have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. 9. Mandatory Conversion. If at any time the closing bid price per share of the Corporation's Common Stock for a period of 30 consecutive trading days exceeds $5.25 per share, then, in such event, the Corporation may at its sole option, upon 30 days written notice to the holders of the 2000 Preferred Stock, automatically convert the 2000 Preferred Stock to Common Stock at the conversion rate. For the purposes of this Section 9, the determination of the closing bid price per share of the Corporation's Common Stock shall be as reported on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the 6 NASDAQ Market System or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the NASDAQ Market System, the average of the low bid and asked price on the OTC Bulletin Board(R) furnished by any New York Stock Exchange Member Firm selected from time to time by the Corporation for that purpose. All of the other provisions set forth hereinabove with respect to conversion provisions generally, as set forth in Section 5, including, but not limited to, the adjustment of the conversion rate in certain events as set forth in Section 5 hereof, shall be applicable hereto in the event the Corporation exercises its option to cause a mandatory conversion of the Preferred Stock. Not more than 60 nor less than 20 days prior to the date of mandatory conversion, notice by first class mail, postage pre-paid, shall be given to the holders of record, of the 2000 Preferred Stock to be so converted, addressed to such holders at their last addresses as shown on the books of the Corporation. Each such notice of mandatory conversion shall specify the date fixed for conversion, the conversion rate and that, on and after the date of mandatory conversion, dividends will cease to accrue on such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the 2000 Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice to the holders of any shares designated for mandatory conversion shall not affect the validity of the proceedings for the mandatory conversion. On or after the date fixed for mandatory conversion as stated in such notice, each holder of the shares shall be issued a certificate or certificates for the requisite number of shares of Common Stock of the Corporation. 10. Non-Redeemable. The 2000 Preferred Stock is non-redeemable. 11. Preemptive Rights. The 2000 Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation. 12. Severability of Provisions. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law. 7 [SEAL] FLORIDA DEPARTMENT OF STATE Katherine Harris Secretary of State January 26, 2001 JORDAN AMERICAN HOLDINGS, INC. 2155 RESORT DR., STE. 108 STEAMBOAT SPRINGS, CO 80487US Re: Document Number K89077 The Articles of Amendment to the Articles of Incorporation for JORDAN AMERICAN HOLDINGS, INC., a Florida corporation, were filed on January 19, 2001. The certification requested is enclosed. To be official, the certification for a certified copy must be attached to the original document that was electronically submitted and filed under FAX audit number H01000008677. Should you have any question regarding this matter, please telephone (850) 487-6050, the Amendment Filing Section. Darlene Connell Corporate Specialist Division of Corporations Letter Number: 401A00004423 Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314 State of Florida [LOGO] Department of State I certify the attached is a true and correct copy of the Articles of Amendment, filed on January 19, 2001, to Articles of Incorporation for JORDAN AMERICAN HOLDINGS, INC., a Florida corporation, as shown by the records of this office. I further certify the document was electronically received under FAX audit number H01000008677. This certificate is issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below The document number of this corporation is K89077. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Twenty-sixth day of January, 2001 Authentication Code: 401A00004423-012601-K89077 -1/1 [SEAL] /s/ Katherine Harris Katherine Harris Secretary of State