exhibit4_4.htm


    
      

      

    

     

    Exhibit
4.4  Certificate of Designation Series D Preferred Stock

    


    JUNIPER
GROUP, INC.

    CERTIFICATE
OF DESIGNATION, POWERS,

    PREFERENCES
AND RIGHTS OF

    SERIES
D PREFERRED STOCK

    


    Pursuant
to Section 78.195 of the Nevada Revised Statutes

    


    


    The
undersigned, being all of the Directors of Juniper Group, Inc., a Nevada
corporation (the “Corporation”), do hereby certify that the following
resolutions were duly adopted by the Board of Directors of the Corporation by
unanimous written consent as of December 11, 2006:

    


    WHEREAS, the Board of
Directors is authorized within the limitations and restrictions stated in the
Certificate of Incorporation of the Corporation, to provide by resolution or
resolutions for the issuance of Ten Million (10,000,000) shares of Preferred
Stock, par value $0.10 per share, of the Corporation, in such class or series
and with such designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions as the
Corporation’s Board of Directors shall fix by resolution or resolutions
providing for the issuance thereof duly adopted by the Board of Directors;
and

    


    WHEREAS, it is the desire of
the Board of Directors, pursuant to its authority as aforesaid, to authorize and
fix the terms of a series of Preferred Stock and the number of shares
constituting such series;

    


    By
resolution of the board of directors pursuant to a provision in the articles of
incorporation, this certificate establishes the following regarding the voting
powers, designations, preferences, limitations,  restrictions and
relative rights of the following class or series of stock:

    


    1)           Designation and Authorized
Shares.   The Corporation shall be authorized to issue
Nine Million (9,000,000) shares of Series D Preferred Stock, par value $0.10 per
share (the “Series D Preferred Stock”).

    


    2)           Stated
Value.   Each share of Series D Preferred Stock shall have
a stated value of Ten Cents ($0.10) (the “Stated Value”).

    


    3)           Liquidation.

    


    3.1.           Upon
the liquidation, dissolution or winding up of the business of the Corporation,
whether voluntary or involuntary, each holder of Series D Preferred Stock shall
be entitled to receive, for each share thereof, out of assets of the Corporation
legally available therefore, a preferential amount in cash equal to (and not
more than) the Stated Value.  All preferential amounts to be paid to
the holders of Series D Preferred Stock in connection with such liquidation,
dissolution or winding up shall be paid before the payment or setting apart for
payment of any amount for, or the distribution of any assets of the Corporation
to the holders of (i) any other class or series of capital stock whose terms
expressly provide that the holders of Series D Preferred Stock should receive
preferential


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    payment
with respect to such distribution (to the extent of such preference) and (ii)
the Corporation’s Common Stock.  If upon any such distribution the
assets of the Corporation shall be insufficient to pay the holders of the
outstanding shares of Series D Preferred Stock (or the holders of any class or
series of capital stock ranking on a parity with the Series D Preferred Stock as
to distributions in the event of a liquidation, dissolution or winding up of the
Corporation) the full amounts to which they shall be entitled, such holders
shall share ratably in any distribution of assets in accordance with the sums
which would be payable on such distribution if all sums payable thereon were
paid in full.

    


    3.2.           Any
distribution in connection with the liquidation, dissolution or winding up of
the Corporation, or any bankruptcy or insolvency proceeding, shall be made in
cash to the extent possible.  Whenever any such distribution shall be
paid in property other than cash, the value of such distribution shall be the
fair market value of such property as determined in good faith by the Board of
Directors of the Corporation.

    


    4)           Voting.   Except
as otherwise expressly required by law, each holder of Series D Preferred Stock
shall be entitled to vote on all matters submitted to shareholders of the
Corporation and shall be entitled to sixty (60) votes for each share of Series D
Preferred Stock owned at the record date for the determination of shareholders
entitled to vote on such matter or, if no such record date is established, at
the date such vote is taken or any written consent of shareholders is
solicited.  Except as otherwise required by law, the holders of shares
of Series D Preferred Stock shall vote together with the holders of Common Stock
on all matters and shall not vote as a separate class.

    


    5)           No Right of
Conversion.   The holders of Series D Preferred Stock
shall have no right or privilege to convert their shares of Series D Preferred
Stock into Common Stock of the Corporation.

    


    6)           Record
Holders.   The Corporation and its transfer agent, if any,
for the Series D Preferred Stock may deem and treat the record holder of any
shares of Series D Preferred Stock as reflected on the books and records of the
Corporation as the sole true and lawful owner thereof for all purposes, and
neither the Corporation nor any such transfer agent shall be affected by any
notice to the contrary.

    


    7)           Restrictions and
Limitations.  Except as expressly provided herein or as
required by law so long as any shares of Series D Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent of
the holders of at least a majority of the then-outstanding shares of the Series
D Preferred Stock, take any action which would adversely and materially affect
any of the preferences, limitations or relative rights of the Series D Preferred
Stock, including without limitation:

    


    (a)           Reduce
the amount payable to the holders of Series D Preferred Stock upon the voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, or
change the relative seniority of the liquidation preferences of the holders of
Series D Preferred Stock to the rights upon liquidation of the holders of any
other capital stock in the Corporation;

    


    (b)           Cancel
or modify adversely and materially the voting rights as provided in Section 4
hereof; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Take
any action which would result in the change of control of fifty percent (50%) or
more of the ownership of the Corporation.

    


    


    


    IN WITNESS WHEREOF, the
undersigned, being all of the Directors of the Corporation, have executed this
Certificate of Designation, Powers, Preferences and Rights of Series D Preferred
Stock as of the 11th day of
December, 2006.

    


    JUNIPER
GROUP, INC.

    


     

    By:  _/s/Vlado
P. Hreljanovic_______________________________

    Vlado P.
Hreljanovic, Director

    


     

    By:  _/s/Barry
S. Huston_______________________________

    Barry S.
Huston, Director