Certificate of Designation for Preferred Stock



 Exhibit 4.9 
 EXHIBIT A 
 CERTIFICATE OF DESIGNATION 
 SERIES A CONVERTIBLE PREFERRED STOCK 
 ($.001 Par Value) 
 of 
 DICKIE WALKER MARINE, INC. 
 Pursuant to Section 151 of the General Corporation Law 
  

 Dickie Walker Marine, Inc., a corporation organized and existing under the law of the State of Delaware
(the “Corporation”), in accordance with the provisions of Section 151 of the General Corporation Law, DOES HEREBY CERTIFY as follows: 
 That
pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended (“Articles of Incorporation”), the Board of Directors of the Corporation by resolution adopted by written
consent in lieu of meeting dated February 28, 2006, adopted the following resolution creating a series of 500,000 shares of Preferred Stock, $.001 par value per share, designated as Series A Convertible Preferred Stock: 
 Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Convertible Preferred Stock” and the number of shares
constituting such series shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Convertible Preferred Stock to
a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Convertible Preferred Stock. 
 Section 2. Dividends and Distributions. 
 (A) Ordinary Dividends. In the event the Corporation declares a dividend payable to holders of any class of stock, the holder of each share of Series A
Convertible Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Corporation’s Common Stock into which that holder’s Series A Convertible Preferred
Stock could be converted on the record date for the dividend. 
 (B) Liquidation. Upon the liquidation, dissolution and winding up of the
Corporation, the holders of the Series A Convertible Preferred Stock shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, before any amount
shall be paid to the holders of common stock, the sum of One Cent ($0.01) per share, after which the holders of Series A Convertible Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except
that in determining the appropriate distribution of available cash among the shareholders, each share of Series A Convertible Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock
into which that holder’s Series A Convertible Preferred Stock could be converted on the record date for the distribution. 
  

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 Section 3. Voting Rights. The holders of shares of Series A Convertible Preferred Stock shall have the following
voting rights: Each share of Series A Convertible Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common
Stock into which such holder’s shares of Series A Convertible Preferred Stock are convertible on the record date for the stockholder action, as determined under Section 8 hereof. 
 Section 4. Reacquired Shares. Any shares of Series A Convertible Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. 
 Section 5. Redemption.
At any time after October 1, 2006, the Corporation shall be entitled to redeem the shares of Series A Convertible Preferred Stock by giving written notice to the registered holders thereof not less than 15 nor more than 60 days prior to the
redemption date. Each such notice shall state (1) the redemption date, (2) the number of share to be redeemed from each holder, and (3) the place where certificates for the Series A Convertible Preferred Stock are to be surrendered.
Upon surrender in accordance with said notice of certificates for the shares to be redeemed, such shares shall be redeemed at a price of $.01 per share. Notice having been given, upon the redemption date (unless the Corporation shall default in
paying the redemption price), said shares shall no longer be deemed to be outstanding. 
 Section 6. Voting on Amendment. The Articles of Incorporation
of the Corporation shall not be further amended, nor shall any resolution of the directors be adopted that in any manner would materially alter or change the powers, preferences or special rights of the Series A Convertible Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class. 
 Section 7. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or adoption of a directors’ resolution or by any other means
or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, 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 Certificate of Designation and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holder of the Series A Convertible Preferred Stock against impairment. 
 Section 8. Conversion. The
holders of the Series A Convertible Preferred Stock shall have the following rights with respect to the conversion of the Series A Convertible Preferred Stock into shares of Common Stock (the “Conversion Rights”): 
 (A) Conversion. Subject to and in compliance with the provisions of this Section 8, any shares of Series A Convertible Preferred Stock may, at any
time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series A Convertible Preferred Stock shall be entitled
upon a Conversion shall be the product obtained by multiplying the number of 

  

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shares of Series A Convertible Preferred Stock being converted by one hundred and twenty (120) (“Adjustment Number”). 
 (B) Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of
Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
 (C)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the Conversion Rights of Series A Convertible Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A Convertible Preferred Stock the holder shall receive the product
of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. 
 (D) Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A
Convertible Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reclassification or otherwise, in any such event
the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change. 
 (E) Mechanics of the Conversion. Upon a Conversion, the holder of Series A Convertible Preferred Stock shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation, together with a completed Notice of Conversion in the Form of Exhibit A. Thereupon, the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the
number of shares of Common Stock to which such holder is entitled. The Conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series A Convertible Preferred
Stock to be converted. The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date. 
 (F) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Convertible Preferred Stock , such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Convertible Preferred Stock . If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible
Preferred Stock, the Corporation shall, at the request of any holder of Series A Convertible Preferred Stock, take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose. 
  

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 Section 9. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series A Convertible Preferred Stock at least twenty
(20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the
date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of
record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification,
recapitalization, dissolution, liquidation or winding up. 
 Section 10. Notices. Any notice required by the provisions of this Certificate of
Designation shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the
next business day, (iii) three (3) days after having been sent by regular mail, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation. 
 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer this 7th day of April, 2006. 
  

	
	DICKIE WALKER MARINE, INC.
	
	/s/ GERALD W. MONTIEL
	Gerald W. Montiel
	Chief Executive Officer and President

  

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 Exhibit A 
 NOTICE OF CONVERSION 
 Reference is made to the Certificate of Designation of SERIES A CONVERTIBLE PREFERRED STOCK dated
April 7 , 2006 (the “Certificate of Designation”), of DICKIE WALKER MARINE, INC., a Delaware corporation (the “Corporation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects
to convert the number of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”) indicated below into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the
Company, by tendering the stock certificate(s) representing the Preferred Shares specified below as of the date specified below. 
 Date of Conversion:                     
 Number of Preferred Shares to be
converted:                     
 Please confirm the following information: 
 Number of shares of Common Stock to be
issued:                     
 Please issue the
Common Stock into which the Preferred Shares are being converted in the following name and to the following address: 
  

			
		
	Issue to:	 	  


			
		
	Address:	 	  
		
		 	  


			
		
	Facsimile Number:	 	  


			
		
	Authorization:	 	  


			
		
	By:	 	  


			
		
	Title:	 	  

  

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