exhibit4_3.htm


    
      

      

    

     

    Exhibit
4.3  Certificate of Designation Series B Preferred Stock

    


    CERTIFICATE
OF DESIGNATION

    OF

    JUNIPER
GROUP, INC

    


    


    It is
hereby certified that:

     

    The name
of the corporation (hereinafter called the “Corporation) is JUNIPER GROUP,
INC.

     

    The
certificate of incorporation of the Corporation authorizes issuance of 875,000
shares of preferred stock, par value $0.10 per share, and expressly vests in the
board of directors of the Corporation the authority provided therein to issue
any or all of said shares in one or more series and by resolution or resolutions
to establish from time to time the number of shares to be included in such
series and to fix the designation, powers, preferences, and rights of the shares
of each such series and the qualifications, limitations, or restrictions
thereof.

     

    The board
of directors has previously designated 375,000 shares of preferred stock as 12%
Non-voting Convertible Redeemable Preferred Stock.

     

    The board
of directors of the Corporation, pursuant to the authority expressly vested in
it as aforesaid, has adopted the following resolutions creating a further series
issue of convertible preferred stock:

     

    RESOLVED, that there shall be
a series of shares of the Corporation designated “Series B Convertible Preferred
Stock”; that the number of shares of such series shall be 135,000 and that the
rights and preferences of such series (the “Series B Preferred”) and the
limitations or restrictions thereon, shall be as set forth herein;

    


    The
following shall be adopted and incorporated by reference into the foregoing
resolutions as if fully set forth therein:

    


    1.           Liquidation
Preference; Redemption.

    


    (a)           In
the event of any liquidation, dissolution or winding up of the Corporation,
either voluntary or involuntary, the holders of the Series B Preferred shall be
entitled to receive, prior and in preference to any distribution of any assets
of the Corporation to the holders of the Common Stock, the amount of $200 per
share (the “Liquidation Preference”).

    


    (b)           A
consolidation or merger of the Corporation with or into any other corporation or
corporations, or a sale of all or substantially all of the assets of the
Corporation (other than a sale or transfer to a wholly owned subsidiary of the
Corporation), shall, at the option of the holders of the Series B Preferred, be
deemed a liquidation, dissolution or winding up within the meaning of this
Section 2 if the shares of stock of the Corporation outstanding immediately
prior to such transaction represent immediately after such transaction less than
a majority of the voting power of the surviving corporation (or of the acquirer
of the Corporation's assets in the case of a sale of assets).  Such
option may be exercised by the vote or written consent of holders of a majority
of the Series B Preferred at any time within thirty (30) days after written
notice (which shall be given promptly)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of the
essential terms of such transaction shall have been given to the holders of the
Series B Preferred in the manner provided by law for the giving of notice of
meetings of shareholders.

    


    2.           Series B
Preferred - Optional Conversion.  The holders of the Series B
Preferred shall have optional conversion rights as follows:

    


    (a)           Right to
Convert.  From and after the earlier of: (i) forty-five (45)
days after last conversion of 8% Callable Secured Notes or (ii)12 months after
the effectiveness of the registration statement filed with the SEC relating to
same (herein, the “lock-up period’), shares of Series B Preferred shall be
convertible, at the option of the holder thereof, into such number of fully paid
and nonassessable shares of Common Stock as is determined by dividing (x) $300,
by (y) the Conversion Price determined as hereinafter provided in effect on the
applicable conversion date.

    


    (b)           Mechanics of
Conversion.  To convert shares of Series B Preferred into
shares of Common Stock under Section 3(a), the holder shall give written notice
to the Corporation (which notice may be given by facsimile transmission) that
such holder elects (with the right to revoke) to convert the shares and shall
state therein date of the conversion, the number of shares to be converted and
the name or names in which such holder wishes the certificate or certificates
for shares of Common Stock to be issued.  Promptly thereafter, the
holder shall surrender the certificate or certificates representing the shares
to be converted, duly endorsed, at the office of the Corporation or of any
transfer agent for such shares, or at such other place designated by the
Corporation; provided,
that the holder shall not be required to deliver the certificates representing
such shares if the holder is waiting to receive all or part of such certificates
from the Corporation.  The Corporation shall immediately issue and
deliver to or upon the order of such holder, against delivery of the
certificates representing the shares which have been converted, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled.  The Corporation shall cause such issuance to be effected
within five (5) business days and shall transmit the certificates by messenger
or overnight delivery service to reach the address designated by such holder
within five (5) business days after the receipt of such notice.  The
notice of conversion may be given by a holder at any time during the day up to
5:00 p.m. New York  time and such conversion shall be deemed to have
been made immediately prior to the close of business on the date such notice of
conversion is given.  The person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock at the
close of business on such date.

    


    ( c
)           Determination of Conversion
Price.

    


    (i)           The
“Conversion Price” shall be equal to the average of the volume weighted
average  price of the Common Stock as reported by Bloomberg during the
ten (10) consecutive trading days preceding the conversion date (but not including such
date).

    


    (ii)           The
term “trading day” means a day on which trading is reported on the principal
quotation system or market on which prices of the Common Stock are
reported.

    


    (iii)           If,
during the period of consecutive trading days provided for above, the
Corporation shall declare or pay any dividend on the Common Stock payable in
Common Stock or in rights to acquire Common Stock, or shall effect a stock split
or reverse stock split, or a combination, consolidation or reclassification of
the Common Stock, the Conversion Price shall be proportionately decreased or
increased, as appropriate, to give effect to such event.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ( d
)           Distributions.  If
the Corporation shall at any time or from time to time make or issue, or fix a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the
Corporation or any of its subsidiaries other than additional shares of Common
Stock, then in each such event provision shall be made so that the holders of
Series B Preferred shall receive, upon the conversion thereof, the securities of
the Corporation which they would have received had they been the owners on the
date of such event of the number of shares of Common Stock issuable to them upon
conversion.

    


     (
f  )           Notice of Record
Date.  In the event of any taking by the Corporation of a
record of the holders of any Series of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any security or right convertible into or
entitling the holder thereof to receive additional shares of Common Stock, or
any right to subscribe for, purchase or otherwise acquire any shares of stock of
any Series or any other securities or property, or to receive any other right,
the Corporation shall mail to each holder of Series B Preferred at least ten
(10) days prior to the date specified therein, a notice specifying the date on
which any such record is to be taken for the purpose of such dividend,
distribution, security or right and the amount and character of such dividend,
distribution, security or right.

    


    ( g
)           Reservation of Stock
Issuable Upon Conversion.  The Corporation shall use its best
efforts to at all times following the expiration of the lock-up period to
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 B Preferred, 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 B Preferred, and 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 B Preferred, the Corporation will take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain any requisite shareholder approval.

    


    ( h
)           Fractional
Shares.  No fractional shares shall be issued upon the
conversion of any share or shares of Series B Preferred.  All shares
of Common Stock (including fractions thereof) issuable upon conversion of more
than one share of Series B Preferred by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share.  If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors of the Corporation or an authorized Committee
thereof).

    


    ( i
)           Notices.    Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery or delivery by fax
(with correct answer back received), telecopy or facsimile at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second (2nd) business
day following the date of mailing by express courier service, fully prepaid, addressed to
such address, or upon actual receipt of such mailing, whichever shall first
occur.  The addresses for such communications shall be:

    


    


    to the
Company:                                Juniper
Group, Inc.

    111 Great
Neck Rd

    Great
Neck, New York 11021

    Attn:  VladoP.
Hreljanovic, President and CEO

    FAX  (516)
829-4691


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    to the
Holder:                                           At
the address set forth on the books and records of the Company or as specified in
writing by Holder.

    


    Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days' written notice of such changed address to the other party
hereto.

    


    ( k
)           Reorganization or
Merger.  In case of any reorganization or any reclassification
of the capital stock of the Corporation or any consolidation or merger of the
Corporation with or into any other corporation or corporations or a sale of all
or substantially all of the assets of the Corporation to any other person (other
than a sale or transfer to a wholly owned subsidiary of the Corporation), and
the holders of Series B Preferred do not elect to treat such transaction as a
liquidation, dissolution or winding up as provided in Section 1 hereof, then, as
part of such reorganization, consolidation, merger or sale, provision shall be
made so that each share of Series B Preferred shall thereafter be convertible
into the number of shares of stock or other securities or property (including
cash) to which a holder of the number of shares of Common Stock deliverable upon
conversion of such share of Series B Preferred would have been entitled upon the
record date of (or date of, if no record date is fixed) such event 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 the
rights and interests thereafter of the holders of the Series B Preferred, to the
end that the provisions set forth herein shall thereafter be applicable, as
nearly as equivalent as is practicable, in relation to any shares of stock or
the securities or property (including cash) thereafter deliverable upon the
conversion of the shares of Series B Preferred.

    


    3.           Re-issuance
of Certificates.  In the event of a conversion (or, if
applicable, redemption) of Series B Preferred in which less than all of the
shares of Series B Preferred of a particular certificate are converted or
redeemed, as the case may be, the Corporation shall promptly cause to be issued
and delivered to the holder of such certificate, a certificate representing the
remaining shares of Series B Preferred which have not been so converted or
redeemed.

     

    4.           Voting
Rights. The holders of the Series B Preferred shall have the right to
vote together with the holders of the
Corporation’s Common Stock, on a 30 votes per share basis (and not as a separate
class), on all matters presented to the holders of the Common
Stock.

     

    5.           Dividends.  The holders of
the Series B Preferred shall not be entitled to any dividends.

    


    6.           No
Adverse Actions.  The Corporation shall not in any manner,
whether by amendment of the Certificate of Incorporation (including, without
limitation, any Certificate of Designation), merger, reorganization,
re-capitalization, consolidation, sales of assets, sale of stock, tender offer,
dissolution or otherwise, take any action, or permit any action to be taken,
solely or primarily for the purpose of increasing the value of any Series of
stock of the Corporation if the effect of such action is to reduce the value or
security of the Series B Preferred.

    


    
      	
               
      

            	
              7.

            	
              Additional
      Restrictions.  For as long as any shares of the Series B
      Preferred Stock are

            


    

    outstanding,
the Corporation will not amend the terms of the Series B Preferred Stock without
the consent of the holders of the Series B Preferred Stock.

    


    Executed
as of December 15, 2005.

     

    JUNIPER
GROUP, INC.

     

    By:       
/s/ Vlado P. Hreljanovic     

     

    Vlado
P. Hreljanovic

    President
and CEO