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Exhibit 4.1  


 
 

CERTIFICATE OF DESIGNATION
  OF THE RIGHTS, PREFERENCES, PRIVILEGES
  AND RESTRICTIONS, WHICH HAVE NOT BEEN SET
  FORTH IN THE CERTIFICATE OF INCORPORATION
  OR IN ANY AMENDMENT THERETO,
  OF THE
  SERIES
A CONVERTIBLE PREFERRED STOCK
  OF
  SPEEDEMISSIONS, INC.    
    


        (Pursuant to Section 607.0602 of the Florida Business Corporation Act) The undersigned, Richard A. Parlontieri, does hereby certify that: 



        A.    He
is the duly elected and acting President of Speedemissions, Inc., a Florida Corporation (the "Corporation"). 


        B.    Pursuant
to the Unanimous Written Consent of the Board of Directors of the Corporation dated January 21, 2004 and the Unanimous Written Consent of the Board of
Directors of the Corporation and the consent of the Series A Convertible Preferred Stock shareholders dated effective October 14, 2005, the Board of Directors duly adopted the following
resolutions: 


        WHEREAS,
the Certificate of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the "Preferred Class"),
comprising Five Million (5,000,000) shares and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting
rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class; 


        WHEREAS,
the Board of Directors believes it in the best interests of the Corporation to create a series of preferred stock consisting of 6,000 shares and designated as the
"Series A Convertible Preferred Stock" having certain rights, preferences, privileges, restrictions and other matters relating to the Series A Convertible Preferred Stock. 



        NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the
Series A Convertible Preferred Stock as follows: 


        1.    Definitions.    For purposes of this Certificate of Designation, the following definitions shall apply: 


         1.1  "Board"
shall mean the Board of Directors of the Corporation. 


         1.2  "Change
in Control" shall mean a Change in Control as defined in the Securities Purchase Agreement. 


         1.3  "Corporation"
shall mean Speedemissions, Inc., a Florida Corporation. 


         1.4  "Common
Stock" shall mean the Common Stock, $0.001 par value per share, of the Corporation. 


         1.5  "Common
Stock Dividend" shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock. 


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         1.6  "Distribution"
shall mean the transfer of cash or property by the Corporation to one or more of its stockholders without consideration, whether by dividend or otherwise
(except a dividend in shares of Corporation's stock). 


         1.7  "Event
of Default" shall mean an Event of Default as defined in the Securities Purchase Agreement. 


         1.8  "Market
Price" shall mean the volume weighted average sales price as reported by Bloomberg, L.P. for the three (3) consecutive trading day immediately prior to
the determination date. 


         1.9  "Original
Issue Date" shall mean the date on which the first share of Series A Convertible Preferred Stock is issued by the Corporation. 


       1.10  "Original
Issue Price" shall mean $1,000.00 per share for the Series A Convertible Preferred Stock. 


       1.11  "Qualified
Future Financing" shall mean any transaction or series of transactions that the Corporation enters into whereby the Corporation raises capital through the
issuance of additional preferred stock or a convertible debt instrument (each a "Financing Transaction"), until such time as the proceeds from all Financing Transactions entered into from the time of
the filing of this Certificate of Designation, including proceeds from all issuances of the Series A Convertible Preferred Stock, equals or exceeds, in the aggregate, Seven Million Five Hundred
Thousand Dollars ($7,500,000). 


       1.12  "Securities
Purchase Agreement" shall mean that certain Subscription and Securities Purchase Agreement dated as of January 21, 2004 by and between the
Corporation and GCA Strategic Investment Fund. 


       1.13  "Series A
Convertible Preferred Stock" shall mean the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation. 



       1.14  "Subsidiary"
shall mean any corporation or limited liability Corporation of which at least fifty percent (50%) of the outstanding voting stock or membership interests,
as the case may be, is at the time owned directly or indirectly by the Corporation or by one or more of such subsidiary corporations. 


        2.    Dividend Rights.    


        2.1   In-Kind
Dividends.    Each calendar quarter, beginning with the end of the first full quarter following the Original Issue Date and continuing
every quarter thereafter, the holders of the then outstanding Series A Convertible Preferred Stock shall be entitled to receive, not later than thirty (30) days following the end of the
applicable quarter, dividends in an amount equal to seven percent (7%) of the Original Issue Price per annum. Dividends on the Series A Convertible Preferred Stock shall be paid, at the
discretion of the Company, in either (i) additional shares of Series A Convertible Preferred Stock based on the Original Issue Price, or (ii) Common Stock based on the Market
Price. Dividends on the Series A Convertible Preferred Stock shall be cumulative, so that if dividends required to be paid on said shares for any quarterly period shall not have been paid, the
amount of the deficiency shall be paid in full, without interest, together with any dividends due for the current quarterly period, before any distribution of any kind shall be paid to the holders of
the Common Stock. No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been
paid or declared and set apart for payment to the holders of the Series A Convertible Preferred Stock simultaneously. 


        2.2   Participation
Rights.    Other than as set forth in Section 2.1, dividends shall be declared pro rata on the Common Stock and the Series A
Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of
Series A Convertible Preferred Stock is to be treated for this purpose as holding the same number of common shares as such holder owns of Series A Convertible Preferred Stock. 


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        2.3   Other
Non-Cash Dividends.    Other than as set forth herein, whenever a dividend or Distribution provided for in this Section 2 shall be
payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good
faith by the Board. 


        2.4   Dividends
provided for in this Section 2 will no longer accrue after October 14, 2005. 


        3.    Liquidation Rights.    In the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company's shareholders (the "Available Funds and Assets") shall be distributed to shareholders in
the following manner: 


         3.1  Series A
Convertible Preferred Stock.    The holders of each share of Series A Convertible Preferred Stock then outstanding shall be entitled to
be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on
any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all accrued but unpaid
dividends on the Series A Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the
payment to holders of the Series A Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be
distributed among the holders of the then outstanding Series A Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series A Convertible Preferred Stock
held by each holder thereof. 


         3.2  Merger
or Sale of Assets.    A reorganization or any other consolidation or merger of the Company with or into any other corporation, or any other sale of all
or substantially all of the assets of the Company, shall not be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 3, and the
Series A Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of
assets transaction, (ii) the rights contained in the Florida Business Corporation Act and (iii) the rights contained in other Sections hereof. 


         3.3  Non-Cash
Consideration.    If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution or winding up
of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a
liquidation, dissolution or winding up of the Company shall be valued as follows: 



        (a)   The
method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: 




	(i)
	if
the securities are then traded on a national securities exchange or the Nasdaq National Market (or a similar national quotation system), then the value shall be
deemed to be the average of the closing prices of the securities on such exchange or system over the ten (10) day period ending three (3) days prior to the distribution; and,



	(ii)
	if
actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the ten (10) day
period ending three (3) days prior to the distribution; and



	(iii)
	if
there is no active public market, then the value shall be the fair market value thereof, as determined mutually in good faith by (i) the Board of Directors
of the Company and (ii) the holders of the Series A Convertible Preferred Stock acting as a group. In the event the Company and the holders cannot mutually agree upon a value, then the
value 




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shall
be determined by a mutually acceptable third party licensed business valuation expert paid for equally by both parties. 






        (b)   The
method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market
value determined as above in subparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof. 


        4.    Conversion Rights.    



         4.1  Conversion
of Preferred Stock.    Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any
time after the issuance of such share, into 833.33 fully paid and nonassessable shares of Common Stock of the Corporation. 


         4.2  Procedures
for Exercise of Conversion Rights.    The holders of any shares of Series A Convertible Preferred Stock may exercise their conversion rights
as to all such shares or any part thereof, subject to the limitation set forth in Section 4.3, by delivering to the Corporation during regular business hours, at the office of any transfer
agent of the Corporation for the Series A Convertible Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, the
certificate or certificates for the shares to be converted, duly endorsed for transfer to the Corporation (if required by the Corporation), accompanied by written notice stating that the holder elects
to convert such shares. Conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the "Conversion Date." As promptly as
practicable after the Conversion Date, the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate
or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in
section 4.3 below. The holder shall be deemed to have become a shareholder of record on the Conversion Date. Upon conversion of only a portion of the number of shares of Series A
Convertible Preferred Stock represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so
surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series A Convertible Preferred Stock representing the unconverted portion of
the certificate so surrendered. 


         4.3  No
Fractional Shares.    No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Convertible Preferred
Stock. If more than one share of Series A Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common
Stock, which would otherwise be issuable upon conversion of any shares of Series A Convertible Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional
interest equal to the fair market value of such fractional interest as determined by the Corporation's Board of Directors. 


         4.4  Payment
of Taxes for Conversions.    The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of
shares of Common Stock on conversion pursuant hereto of Series A Convertible Preferred Stock. 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 shares of Common Stock in a name other than that in which the shares of Series A Convertible Preferred Stock so converted were 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. 


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         4.5  Reservation
of Common Stock.    The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series A Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of
preferred stock from time to time outstanding. 


         4.6  Registration
or Listing of Shares of Common Stock.    If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series A
Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or
otherwise, before such shares may be validly issued or delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or
approval, as the case may be. 


         4.7  Status
of Common Stock Issued Upon Conversion.    All shares of Common Stock which may be issued upon conversion of the shares of Series A Convertible
Preferred Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 



         4.8  Status
of Converted Preferred Stock.    In case any shares of Series A Convertible Preferred Stock shall be converted pursuant to this Section 4,
the shares so converted shall be canceled and shall not be issuable by the Corporation. 


        5.    Adjustment of Conversion Price.    


         5.1  General
Provisions.    In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the corporation
(other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the corporation with or into
another person (other than a consolidation or merger in which the corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition
of all or substantially all the properties and assets of the corporation as an entirety to any other person, the shares of Series A Convertible Preferred Stock shall, after such reorganization,
reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the corporation or of the entity
resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if
immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series A Convertible Preferred Stock into Common
Stock. The provisions of this section 5(a) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions. 


         5.2  No
Impairment.    The corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the
corporation, but will at all times in good faith assist in the carrying out of all the provisions of this section 5 and in the taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the holders of Series A Convertible Preferred Stock against impairment. This provision shall not restrict the corporation from amending its Articles of
Incorporation in accordance with the Florida Business Corporation Act and the terms hereof. 


        6.    Redemption.    



         6.1  Voluntary
Redemption.    For so long as no Event of Default shall have occurred and is continuing, the Corporation may, at its option, redeem, in whole or in
part, the Series A Convertible 


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Preferred
Stock following at least ten (10) business days prior written notice to the holders of the Series A Convertible Preferred Stock (the "Redemption Date"). 



         6.2  Mandatory
Redemption.    Upon the occurrence of 




	(i)
	a
Change in Control;



	(ii)
	a
transfer of all or substantially all of the assets of the Corporation in a single transaction or series of related transactions;



	(iii)
	a
consolidation, merger or amalgamation of the Corporation with or into another entity in which the Corporation is not the surviving entity (other than a merger which
is effected solely to change the jurisdiction of incorporation of the Corporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of
Common Stock);



	(iv)
	the
failure of the Corporation to maintain for a period of sixty (60) consecutive days, out of its authorized but unissued Common Stock, sufficient shares of
Common Stock to effect the conversion of all of the Series A Convertible Preferred Stock; and



	(v)
	Intentionally
deleted by amendment. 





        then,
in each case, the Corporation shall, within thirty (30) days of receipt of the request of at least fifty-one percent (51%) of the holders of the Series A
Convertible Preferred Stock, redeem the Series A Convertible Preferred Stock. 


         6.3  Intentionally
deleted by amendment. 


         6.4  Redemption
Price.    For purposes of this Section 6, the redemption price of the Series A Convertible Preferred Stock shall be equal to the
greater of (i) the Original Issue Price, plus all cumulative accrued and unpaid dividends, or (ii) the number of shares of Common Stock into which the redeemed shares may be converted
times the Market Price. 


         6.5  Redemption
Procedures. 


        (a)   Any
permitted redemption of the Series A Convertible Preferred Stock pursuant to Sections 6.1, 6.2, or 6.3 above shall be deemed to be effective and consummated
(for purposes of determining the Redemption Price and the time at which the holders shall thereafter not be entitled to deliver a Notice of Conversion for the Preferred Shares) as follows: 




	(i)
	A
redemption pursuant to Section 6.1, the Redemption Date specified therein;



	(ii)
	A
redemption pursuant to Section 6.2(i), (ii), (iii), or (iv), the date of consummation of the applicable event;



	(iii)
	Intentionally
deleted by amendment. 





        (b)   On
the effective date of a redemption of the Series A Convertible Preferred Stock as specified above, the Corporation shall deliver by wire transfer of funds the
redemption price to the holders of the Series A Convertible Preferred Stock subject to redemption. Should a holder not receive payment of any amounts due on redemption of its Series A
Convertible Preferred Stock by reason of the Corporation's failure to make payment at the times prescribed above for any reason, the Corporation shall pay to the applicable holder on demand
(x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full
and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted. 


        (c)   The
Corporation shall select the Series A Convertible Preferred Stock to be redeemed in any redemption in which not all of the Series A Convertible
Preferred Stock are to be redeemed so that 


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the
ratio of the Series A Convertible Preferred Stock of each holder selected for redemption to the total Series A Convertible Preferred Stock owned by that holder shall be the same as
the ratio of all such Series A Convertible Preferred Stock selected for redemption bears to the total of all then outstanding Series A Convertible Preferred Stock. Should any
Series A Convertible Preferred Stock required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Series A Convertible
Preferred Stock shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law. 



        (d)   Any
Notice of Conversion delivered by a holder (including delivery via facsimile) to the Corporation prior to the effective date of a voluntary redemption pursuant to
Section 6.1 or a mandatory redemption pursuant to Section 6.2 shall be honored by the Corporation and the conversion of the Series A Convertible Preferred Stock shall be deemed
effected on the Conversion Date. In addition, between the effective date of a voluntary redemption pursuant to Section 6.1 or a mandatory redemption pursuant to Section 6.2 above and the
date the Corporation is required to deliver the redemption proceeds in full to the applicable holder(s), the holder may deliver a Notice of Conversion to the Corporation. Such notice will be
(x) of no force or effect if the Corporation timely pays the redemption proceeds to holder when due or (y) honored on or as of the date of the Notice of Conversion if the Corporation
fails to timely pay the redemption proceeds to holder when due. Additionally, in the event the Corporation fails to make full payment of the redemption price of the Series A Convertible
Preferred Stock being redeemed by the tenth (10) business day following the notice of redemption, then the Corporation waives its right to redeem any of the remaining then outstanding
Series A Convertible Preferred Stock, unless such redemption is approved by the holder. 


        7.    Notices.    Any notices required by the provisions of this Certificate of Designation to be given to the holders
of shares of Series A Convertible Redeemable Preferred Stock shall be deemed given if given in accordance with the Securities Purchase Agreement. 


        8.    Voting Provisions.    Each share of Series A Convertible Preferred Stock shall be entitled to the number
of votes to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of voting in accordance with Section 4 hereof. 



        9.     Intentionally
deleted by amendment. 


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CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES A CONVERTIBLE
PREFERRED STOCK OF SPEEDEMISSIONS, INC.