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EXHIBIT 10.2
OMNIS TECHNOLOGY CORPORATION
COMMON STOCK PURCHASE AGREEMENT
This Agreement is made as of March 31, 1999 ("Effective Date") among
OMNIS TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and
ASTORIA CAPITAL PARTNERS, L.P. ("Astoria").
In consideration of the mutual promises and representations and
warranties of the parties hereto and other good and valuable consideration,
receipt of which is acknowledged, the parties hereto agree as follows:
1. AUTHORIZATION AND SALE OF COMMON STOCK.
(a) Authorization. The Company will authorize the sale and
issuance of up to Seven Million Six Hundred Thousand (7,600,000) shares (the
"Shares") of its Common Stock, $0.10 par value ("Common"), having the rights,
privileges and preferences as set forth in the Restated Certificate of
Incorporation of the Company (the "Certificate") in the form attached to this
Agreement as Exhibit A.
(b) Sale of Common. Subject to the terms and conditions
hereof, the Company will issue and sell to Astoria and Astoria will buy from the
Company 1,000,000 Shares at a price of $0.25 per share for an aggregate purchase
price of $250,000. Contemporaneously herewith and subject to the same terms and
conditions, the Company will issue and sell to each of the persons and entities
("Additional Purchasers") listed on the Schedule of Purchasers attached hereto
as Exhibit B and the Additional Purchasers will buy from the Company, the total
number of shares of Common Shares specified opposite such Purchaser's name in
column 2 of Exhibit B, at the aggregate purchase price set forth in column 3 of
Exhibit B, representing a price of Twenty-Five Cents ($0.25) per share.
2. CLOSING DATES; DELIVERY.
(a) Closing Date. The closing of the purchase and sale of
the Common hereunder shall be held at the offices of Landels Xxxxxx & Diamond,
LLP, 000 Xxx Xxxxxxxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 at 10 a.m.
local time on March 31, 1999 (the "Closing") or as soon thereafter as the
conditions to Closing set forth in paragraphs 5 and 6 have been satisfied or
waived or at such other time and place upon which the Company and Astoria shall
agree (the date of the Closing is hereinafter referred to as the "Closing
Date").
(b) Delivery. At the Closing, the Company shall deliver to
Astoria a duly executed stock certificate or certificates evidencing the Shares
registered in
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Astoria's name as set forth above, representing the number of Shares designated
in paragraph 1(b) to be purchased by Astoria, against payment of the purchase
price therefor, by check payable to the Company or wire transfer pursuant to the
Company's instructions.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
(a) Organization and Standing. The Company is a corporation
duly organized validly existing and in good standing in the state or
jurisdiction of its incorporation. The Company and each of its subsidiaries has
the requisite corporate power and authority to own and operate its properties
and assets, and to carry on its business as presently conducted.
(b) Corporate Power. The Company will have at the Closing
Date all requisite legal and corporate power and authority to execute and
deliver this Agreement, to sell and issue the Shares hereunder, and to carry out
and perform its obligations under the terms of this Agreement, including without
limitation, the sale and issuance of the Shares.
(c) Capitalization. The authorized capital stock of the
Company consists of Twenty Million (20,000,000) shares of Common Stock, of which
approximately 2,080,495 shares are issued and outstanding prior to closing, and
Three Hundred Thousand (300,000) shares of Series A Convertible Preferred Stock
("Preferred"), none of which is issued and outstanding prior to the Closing;
provided however that all of Preferred shall be issued to Astoria Capital
Partners, LP ("Astoria") and shall be outstanding following the Closing pursuant
to a separate stock purchase agreement with Astoria. The outstanding shares of
Common Stock have been duly authorized and validly issued, and are fully paid
and nonassessable and were issued in compliance with applicable federal and
state securities laws. The Preferred Stock shall have the rights, preferences,
privileges and restrictions set forth in the Certificate Of Designations of
Series A Convertible Preferred Stock of Omnis Technology Corporation
substantially in the form attached hereto and made a part hereof of Exhibit C
("Certificate of Designations"), which shall be filed with the Delaware
Secretary of State prior to the Closing Date and shall be subject to the further
action of the Board of Directors and Preferred shareholders of the Company in
accordance with Section 151 of the Delaware General Corporation Law. The Company
will reserve Five Hundred Thousand (500,000) shares of Common Stock for issuance
upon conversion of the Preferred pursuant to the terms of such Certificate of
Designations, and the Company has also reserved approximately 1,281,199 shares
of Common Stock for issuance to employees, consultants or directors under stock
plans or arrangements approved by the Board of Directors of the Company prior to
the Effective Date, of which approximately 325,000 shares of Common Stock are
subject to stock options or warrants or other rights granted under such plans as
of the Effective Date. There are no other options, warrants, conversions,
privileges or other contractual rights presently outstanding to purchase or
otherwise acquire any Shares
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of the Company's stock or other securities, except for a de minimus amount which
my be unaccountable due to past record keeping practices.
(d) Authorization. This Agreement, when executed and
delivered by the Company, will constitute a valid and binding obligation of the
Company, enforceable in accordance with its terms, such enforceability being
subject only to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies. The Shares, when issued in
compliance with the provisions of this Agreement, will be validly issued
(including without limitation, issued in compliance with applicable state and
federal securities laws), fully paid and nonassessable and will have the rights,
preferences and privileges described in the Restated Certificate of
Incorporation of the Company; and the Shares shall be free of any liens or
encumbrances, other than any liens or encumbrances created by or imposed upon
the holders thereof through no action of the Company; provided however that the
Shares will be subject to restrictions on transfer under state and/or federal
securities laws.
(e) Subsidiaries. The Company owns all outstanding capital
stock of Omnis Software, Inc., a California corporation, Omnis Holdings Limited,
a corporation organized under the laws of England, Omnis Software Limited, a
corporation organized under the laws of England, Omnis Holdings UK, a
corporation organized under the laws of England and Omnis Software GmbH, a
corporation organized under the laws of Germany.
(f) Financial Statements. The Company has delivered to
Astoria its audited balance sheet and statement of operations for the period
ended March 31, 1998 and its combined unaudited balance sheet and statement of
operations for the period ended December 31, 1998 (collectively the "Financial
Statements"). The Financial Statements are complete and correct in all material
respects and accurately set out and describe the financial condition and
operating results of the Company as of the dates, and during the periods,
indicated therein.
(g) Reports. The Company has delivered to Astoria its Annual
Report on Form 10-K for the year ended March 31, 1998 and its Quarterly Reports
on Form 10-Q for the quarters ended June 30, 1998, September 30, 1998 and
December 31, 1998 as filed with the Securities and Exchange Commission ("SEC").
Such reports have been duly filed, were in substantial compliance with the
requirements of their respective report forms, were complete and correct in all
material respects as of the dates for which the information was furnished, and
contained (as of such dates) no untrue statement of a material fact nor omitted
to state a material fact necessary in order to make the statements made therein
in light of the circumstances in which made not misleading. Since December 31,
1998, there has not been any material change in the assets liabilities condition
(financial or otherwise) or results of operations of the Company except changes
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in the ordinary course of business, none of which has had or is expected to have
a material adverse effect on such assets, liabilities, conditions or result of
operations.
(h) No Conflict. The execution and delivery of the Agreement
and the consummation of the transactions contemplated hereby will not materially
conflict with or result in any violation of, or default, or give rise to a right
of termination, cancellation or acceleration of any obligation or to a loss of a
material benefit under any provision of the Restated Certificate of
Incorporation or Bylaws of the Company or any legally enforceable contract or
agreement between the Company and any third person or entity or any judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to the
Company or its properties or assets; and the Company is not a party to any
outstanding agreement which material obligation or agreement is inconsistent
with this Agreement.
(i) Governmental Consents. No consent, approval, order or
authorization of, or registration, designation, declaration or filing with, any
local, state or federal governmental authority on the part of the Company is
required in connection with the Company's valid execution and delivery of this
Agreement, or the offer, sale or issuance of the Shares (and Conversion Stock),
or the consummation of any other transaction contemplated hereby, except for the
filing of the Certificate of Designations, which shall be filed by the Company
prior to the Closing, and the filing of a Form D notice under Regulation D under
the Securities Act of 1933, as amended (the "Securities Act"), and any other
post-sale filings required by applicable state securities laws. The offer, sale
and issuance of the Shares (and of the Conversion Stock) in conformity with the
terms of this Agreement are exempt from the registration requirements of Section
5 of the Securities Act and from the qualification requirements of applicable
state securities laws, assuming the accuracy of the representations and
warranties of the Purchaser as set forth in Section 4 of this Agreement.
(j) Litigation. There is no action, proceeding or
investigation pending or, to the knowledge of the Company, threatened, or any
basis therefor known to the Company, that questions the validity of this
Agreement, or the right of the Company to enter into, or to consummate the
transactions contemplated hereby, or which might result, either individually or
in the aggregate, in any material adverse change in the assets, condition,
affairs or prospects of the Company, financially or otherwise, or any change in
the current equity ownership of the Company. The foregoing includes, without
limitation, actions pending or threatened (or any basis therefor known to the
Company) involving the prior employment of any of the Company's employees, their
use in connection with the Company's business of any trade secrets of any of
their former employers, or their obligations under any agreements with prior
employers. The Company (a) is not a party to any lawsuit or similar action or
proceeding, (b) is not a party to or subject to any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality, and (c)
does not intend to initiate any such action, suit, proceeding or investigation.
(k)
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(l)
(m) Full Disclosure. The representations and warranties of
the Company contained in this Agreement do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements contained herein or therein in light of the circumstances under which
they were made not misleading.
(n) Brokers or Finders. Astoria has not incurred and will
not incur, directly or indirectly as a result of any action taken by Company or
its representative or agent, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement or
the transactions contemplated hereby. The Company agrees to fully indemnify and
defend and hold harmless Astoria from and against all liabilities incurred by
Astoria or any related party with respect to claims related to investment
banking or finders fees or similar claims in connection with the transactions
contemplated by this Agreement, and all costs and expenses (including reasonable
fees of counsel) of investigating and defending such claims.
4. REPRESENTATIONS AND WARRANTIES OF ASTORIA.
Astoria hereby represents and warrants to the Company with respect to
its purchase of the Shares as follows:
(a) Experience. Astoria has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its
own interests.
(b) Access to Information. Astoria has had access to all
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Astoria reasonably considers
important in making the decision to purchase the Shares and Astoria has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.
(c) Investment. Astoria is acquiring the Shares for
investment for its own account, not as a nominee or agent, and not with the view
to or for resale in connection with any distribution thereof. Astoria
understands that the Shares have not been, and may not be, registered under the
Securities Act of 1933 by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends in part upon
the bona fide nature of the investment intent and the accuracy of such Astoria's
representations as expressed herein. No other person will have any direct or
indirect beneficial interest in or right to any of the Shares. Astoria further
acknowledges and understands that any investment in the Company is inherently
speculative and subject to material financial risks and that its entire
investment in the Company could be lost.
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(d) Rule 144. Astoria acknowledges that the Shares must be
held indefinitely unless subsequently registered under the Securities Act of
1933 or unless an exemption from such registration is available. Astoria is
aware of the provisions of Rule 144 promulgated under the Securities Act which
permit limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including the requirement that the Shares be
held for a minimum of one year and in certain cases two (2) years, after they
have been purchased and paid for within the meaning of Rule 144.
(e) Authority. Astoria has all right, power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby, and this Agreement, once executed by the Company and Astoria, will
constitute the legally binding valid obligations of Astoria enforceable in
accordance with its terms, such enforceability being subject only to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies.
(f) Access to Data. Astoria has had an opportunity to
discuss the business, management and financial affairs and prospects of the
Company and its subsidiaries with the Company's management and has had the
opportunity to review the United States facilities of the Company and its
subsidiaries. Astoria acknowledges and understands that such discussions, as
well as any written information issued by the Company, were intended to describe
certain material aspects of its business and prospects but were not a thorough
or exhaustive description.
(g) Reports. Astoria has received and reviewed the Company's
Annual Report on Form 10-K for the year ended March 31, 1998 and the Company's
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998, September
30, 1998, and December 31, 1998 filed with the SEC.
(h) No Conflict. The execution and delivery of the Agreement
and the consummation of the transactions contemplated hereby will not materially
conflict with any legally enforceable contract or agreement between Astoria and
any third person or entity; and Astoria is not a party to any outstanding
agreement which any material obligation or agreement is inconsistent with this
Agreement.
(i) Full Disclosure. The representations and warranties of
Astoria contained in this Agreement do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements contained herein or therein in light of the circumstances under which
they were made not misleading.
(j) Brokers or Finders. The Company has not incurred and
will not incur, directly or indirectly, as a result of any action taken by
Astoria or its representative
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or agent, any liability for brokerage or finders' fees or agents' commissions or
any similar charges in connection with this Agreement or the transactions
contemplated hereby. Astoria agrees to fully indemnify and defend and hold
harmless the Company from and against all liabilities incurred by Company or any
related party with respect to claims related to investment banking or finders
fees or similar claims in connection with the transactions contemplated by this
Agreement, and all costs and expenses (including reasonable fees of counsel) of
investigating and defending such claims.
5. ASTORIA'S CONDITIONS TO CLOSING. Astoria's obligations to
purchase the Shares at the Closing are subject to the fulfillment of the
following conditions, the waiver of which shall not be effective against Astoria
if not consented to in writing:
(a) Representations and Warranties Correct. The
representations and warranties made by the Company in Section 3 hereof shall be
true and correct when made, and shall be true and correct on the Closing Date.
(b) Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by the Company on or prior to the
Closing Date shall have been performed or complied with in all material
respects.
(c) Certificate of Amendment. The Certificate of
Designations shall have been filed with the Secretary of State of the State of
Delaware authorizing the issuance of the Preferred Shares.
(d) Compliance Certificate. The Company will have delivered
to Astoria a Certificate dated as of the Closing signed by the Company's
President certifying that the conditions set forth in Section 5(a), (b) and (c)
have been fulfilled.
(e) Minimum Investment. The Company at the Closing shall
sell 1,000,000 Shares having an aggregate purchase price of not less than
$250,000.
(f) Agreement with Astoria. The Company shall have reached a
definitive agreement with Astoria Capital regarding the restructuring of Astoria
Indebtedness.
(g) Delivery of Evidence of Payment of Other Indebtedness.
At the Closing and as a condition hereof, the Company shall deliver to Astoria
written evidence of the full payment and discharge of all Option 2 Creditors of
Omnis Software, Inc. and related administrative fees, which indebtedness as of
the Effective Date equaled _________________________ ($________________) in the
aggregate.
6. COMPANY'S CONDITIONS TO CLOSING. The Company's obligation to
sell and issue the Shares of the Closing Date is, at the option of the Company,
subject to the fulfillment as of the Closing Date of the following conditions:
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(a) Representations. The representations made by Astoria in
Section 4 hereof shall be true and correct when made, and shall be true and
correct on the Closing Date.
(b) Legal Matters. All material matters of a legal nature
which pertain to this Agreement, and the transactions contemplated hereby, shall
have been reasonably approved by counsel to the Company.
(c) Minimum Investment. Astoria at the Closing shall
purchase 1,000,000 Shares having an aggregate purchase price of not less than
$250,000.
7. USE OF PROCEEDS. The Company shall use the proceeds from the
sale of the Shares primarily for working capital and for payment of amounts owed
by the Company, and as otherwise determined by the management of the Company for
corporate purposes.
8. REGISTRATION RIGHTS.
(a) The Company will register all the Shares to be purchased
by Astoria (collectively, the "Registrable Securities") for resale under the
Securities Act of 1933, as amended, and the securities laws of such states as
the parties may reasonably agree upon, on a continuous basis, beginning on a
date not more than six months after the date of the Closing; and
(b) If the registration statement covering the Registrable
Securities (the "Registration Statement") does not become effective within six
months after the date of the Closing, the Company shall reduce the consideration
paid by Astoria for the Registrable Securities by refunding to Astoria 3% of the
"Purchase Price" of the Registrable Securities for each 30-day period (pro-rated
for periods of less than 30 days) by which such effectiveness is delayed. The
Company shall also pay Astoria 3% of the Purchase Price for any period in excess
of 30 days that the effectiveness of the Registration Statement is suspended or
the Registration Statement is otherwise unavailable for use by Astoria,
excluding periods during which Astoria may sell the Registrable Securities
without restriction under Rule 144. For these purposes, the Purchase Price shall
be an amount equal to the number of Registrable Securities included in the
Registration Statement for resale by Astoria times the average price per Common
Share paid by Astoria pursuant to the agreements contemplated in the Letter of
Understanding (with the shares issuable upon conversion of the Preferred Stock
deemed to have been sold at $1.00 per share).
9. RESTRICTIVE LEGEND. Each certificate representing (i) the Shares
and (ii) any other securities issued in respect of the Shares upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall include a legend in
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substantially the following form (in addition to any legend required under
applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SHARES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR EXEMPTION THEREFROM AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
10. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts entered into and wholly to be performed within the State of
California, and without reference to the principles of conflicts of law. All
disputes arising under this Agreement shall be brought in the Superior Court of
the State of California in San Mateo or San Francisco Counties or the Federal
Court for the Northern District of California, and such courts shall have
exclusive jurisdiction over disputes under this Agreement. Each of the parties
expressly consents to jurisdiction and venue in the state and federal courts
located in the State of California, San Mateo or San Francisco Counties, for all
purposes of this Agreement or any dispute or controversy hereunder.
(b) Successors and Assigns. Astoria shall not have any right
to assign or transfer this Agreement or any of its rights or obligations
hereunder to any third person or entity without the prior written consent of the
Company. Except as limited by the foregoing, the provisions hereof shall inure
to the benefit of and be binding upon the respective officers, directors,
shareholders, affiliates, partners, members, agents, representatives,
successors, assigns, heirs, devisees, spouses, executors and administrators of
each of the parties hereto.
(c) Entire Agreement. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subject matter hereof ;and any prior or contemporaneous agreements, promises,
understandings, covenants, conditions, representations or warranties of any kind
or nature with regard to said subject matter not expressly set forth herein,
whether written or oral or express or implied, shall be superseded and of no
force or effect. Any modification or amendment or waiver of this Agreement must
be in writing and signed by both parties to be valid.
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(d) Notices, Etc. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be delivered (i) by personal delivery, (ii) by a nationally recognized
overnight air courier service, (iii) by deposit in the United States Mail,
postage prepaid, registered or certified mail, return receipt requested, or (iv)
by telefacsimile, using facsimile equipment providing written confirmation of
receipt at the receiving facsimile number, addressed: (x) if to Astoria, at such
Astoria's address or telefacsimile number set forth on the signature page
hereof, or at such other address or number as Astoria shall have furnished to
the Company in writing for such purpose, or (y) if to the Company, at its
address or telefacsimile number set forth on the signature page hereof, to the
attention of the President of the Company, or at such other address or number as
the Company shall have furnished in writing to Astoria for such purpose.
(e) Counterparts. This Agreement may be executed in two or
more counterparts, each of which may be executed by less than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
(f) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
(g) Interpretation. The titles and section headings set
forth in this Agreement are for convenience only. When the context requires, the
plural shall include the singular and the singular the plural, and any gender
shall include all other genders. No provision of this Agreement shall be
interpreted or construed against any party because such party or its counsel was
the drafter thereof.
(h) Attorney's Fees. In the event suit is brought to enforce
or interpret any part of this Agreement or any of the rights or obligations of
any party hereunder, the prevailing party shall be entitled to recover as an
element of such party's costs of suit, and not as damages, reasonable attorneys'
fees and expenses, court costs and expert witness fees and costs.
(i) Survival of Representations and Warranties. The
representations and warranties of the parties contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
the Closing; provided however, that such representations and warranties need
only be accurate as of the date of such execution and delivery and as of the
Closing.
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(j) Expenses. The Company will reimburse Astoria promptly
upon Astoria's request for its out-of-pocket legal expenses incurred in
connection with the negotiation of the terms of the transaction contemplated
herein and in the letter of understanding entered into between the parties dated
as of February 22, 1999.
IN WITNESS WHEREOF, the parties hereto have entered into and executed
this Common Stock Purchase Agreement as of the date first above written.
OMNIS TECHNOLOGY CORPORATION,
a Delaware Corporation
By: /s/ XXXXXX XXXXXXX
-----------------------------------------
Xxxxxx Xxxxxxx
Chairman of the Board
000 Xxxxxxxxxx Xxxx, Xxxxxxxx X
Xxx Xxxxxx, Xxxxxxxxxx 00000
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PURCHASER
ASTORIA CAPITAL PARTNERS, L.P.
By: /s/ XXXX XXX
-----------------------------------
Its:
-----------------------------------
Address and Fax Number:
-----------------------------------
-----------------------------------
(________)_________________________
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
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EXHIBIT B
LIST OF PURCHASERS
Number of
Purchaser Common Shares Aggregate Purchase Price
--------- ------------- ------------------------
Rockport Group 1,420,000 $ 355,000
Additional Purchasers
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Astoria Capital Partners, LP 1,000,000 $ 250,000
RCJ Capital Partners, LP 850,000 $ 212,500
Xxxxxx Xxxxxxx Charitable
Remainder Trust 1,650,000 $ 412,500
Xxxxxxx Xxxxx 80,000 $ 20,000
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TOTALS: 5,000,000 $1,250,000
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* - In addition, 2,543, 344 Shares of Common Stock of the Company are being
issued to Astoria Capital Partners, L.P. in consideration for the
cancellation of the indebtedness of the Company currently held by
the Company in favor of Astoria Capital Partners, L.P.
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EXHIBIT C
CERTIFICATE OF DESIGNATIONS
SERIES A CONVERTIBLE PREFERRED STOCK
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