Nevada
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000-49901
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87-0646435
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(State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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Exhibit | Description | |
4.20 | Certificate of Designation of the Preferences, Rights and Limitations of the Series D Preferred Stock of NaturalNano, Inc. |
NaturalNano, Inc. | |||
Date: July 2, 2013
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By:
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/s/ James Wemett | |
James Wemett
President and Chief Financial Officer
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(a)
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DESIGNATION AND AMOUNT. The preferred stock subject hereof shall be designated Series D Preferred Stock (“Series D Preferred”), and the number of shares constituting Series D Preferred shall be one hundred (100). No other shares of preferred stock shall be designated as Series D Preferred Stock.
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(b)
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DIVIDENDS. The holder of the shares of Series D Preferred shall not be entitled to receive dividends.
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(c)
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LIQUIDATION PREFERENCE. The holder of Series D Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
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(d)
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VOTING. Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder of the Series D Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of holders of Common Stock and other series of Preferred Stock shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock and the other series of Preferred Stock have the right to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. For so long as Series D Preferred Stock is issued and outstanding, the holders of Series D Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series D Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Series D Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. |
(e)
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RESTRICTION ON TRANSFERABILITY. The shares of the Series D Preferred Stock are being issued to James Wemett and shall not, directly or indirectly, be sold, hypothecated, transferred, assigned or disposed of in any manner. In the event that Mr. Wemett is no longer acting as the president of the Corporation, the shares of Series D Preferred Stock shall automatically, without any action on the part of any party, be deemed cancelled in their entirety. |
(f)
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OTHER PREFERENCES. The shares of the Series D Preferred Stock shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Corporation. |
/s/ James Wemett
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Name: James Wemett
Title: President
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