ex4ic.htm


    
      

      

    

     

    exhibit
4(i)(c)

    


    JUNIPER
GROUP, INC.

    CERTIFICATE
OF DESIGNATION, POWERS,

    PREFERENCES
AND RIGHTS OF

    SERIES
C PREFERRED STOCK

    


    Pursuant
to Section 78.195 of the Nevada General Corporation Law

    


    The
undersigned, the Chief Executive Officer of Juniper Group, Inc., a Nevada
corporation (the "Corporation"), DOES HEREBY CERTIFY that the following
resolutions were duly adopted by the Board of Directors of the Corporation by
unanimous written consent on March __, 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  300,000 shares of
Preferred Stock, par value {$0.01} per share, of the Corporation, in such Series
C 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; and

    


    NOW,
THEREFORE, BE IT RESOLVED:

    


    1.
Designation and Authorized Shares. The Corporation shall be authorized to issue
300,000 shares of Series C Preferred Stock, par value $0.01 per share (the
"Series C Preferred Stock").

    


    2. Stated
Value. Each share of Series C Preferred Stock shall have a stated value of one
cent ($0.01) (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 C 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 C 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 C 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 C Preferred Stock (or the holders of any class or series of capital
stock ranking on a parity with the Series C 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 C
Preferred Stock shall be entitled to vote on all matters submitted to
shareholders of the Corporation and shall be entitled to thirty (30) votes for
each share of Series C 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 C Preferred Stock shall vote together with the
holders of Common Stock on all matters and shall not vote as a separate
class.

    


    5.
Conversion.

    


    5.1
Conversion Right.

    


    (a)
Beginning two (2) years from the date of issuance of the Series C Preferred
Stock each holder of Series C Preferred Stock may, from time to time, convert
any or all of such holder's shares of Series C Preferred Stock into fully paid
and nonassessable shares of Common Stock in an amount equal to
thirty  (30) shares of Common Stock for each one (1) share of Series C
Preferred Stock surrendered. Notwithstanding the foregoing, a holder may not
convert any share of Series C Preferred Stock if: (i) the market price of the
Common Stock is below $1.00 per share; (ii) the Corporation’s Common Stock is no
longer listed on the OTC-BB (unless the Corporation has secured a listing on the
Nasdaq SmallCap or National Market, or AMEX); (iii) the Corporation is not in
good standing;  (iv) the Corporation does not have a positive net
worth; or (v) the Corporation does not have at least $100,000 of EBITDA for the
fiscal year preceding the conversion request.

    


    (b) If
prior to two (2) years from the date of issuance of the Series C Preferred Stock
there is a sale, conveyance or disposition of all or substantially all of the
assets of the Corporation, an effectuation by the Corporation of a transaction
or series of related transactions in which more than 50% of the voting power of
the Corporation is disposed of, or a consolidation, merger or other business
combination of the Corporation with or into any other individual, corporation,
limited liability company, partnership, association, trust or other entity or
organization where the Corporation is not the survivor, then immediately prior
to the occurrence of any such event each each holder of Series C Preferred Stock
may convert any or all of such holder's shares of Series C Preferred Stock into
fully paid and nonassessable shares of Common Stock in accordance with Section
5.1; provided however, if at the time of a conversion under this Section 5.2 the
market price of the Common Stock is below $1.00 per share, then each share of
Series C Preferred Stock shall convert into such number of shares of Common
Stock equal to (x) two (2), multiplied by (y) the closing price of the Common
Stock on the date of the event triggering an automatic conversion under this
Section 5.2 divided by $0.50.

    


    


    5.2
Conversion Procedure. In order to exercise the conversion privilege under
Section 5.1, the holder of any shares of Series C Preferred Stock to be
converted shall give written notice to the Corporation at its principal office
that such holder elects to convert such shares of Series C Preferred Stock or a
specified portion thereof into shares of Common Stock as set forth in such
notice. At such time as the certificate or certificates representing the Series
C Preferred Stock which has been converted are surrendered to the Corporation,
the Corporation shall issue and deliver a certificate or certificates
representing the number of shares of Common Stock determined pursuant to Section
5.1. In case of conversion under Section 5.1 of only a part of the shares of
Series C Preferred Stock represented by a certificate surrendered to the
Corporation, the Corporation shall issue and deliver a new certificate for the
number of shares of Series C Preferred Stock which have not been converted.
Until such time as the certificate or certificates representing Series C
Preferred Stock which has been converted are surrendered to the Corporation and
a certificate or certificates representing the Common Stock into which such
Series C Preferred Stock has been converted have been issued and delivered, the
certificate or certificates representing the Series C Preferred Stock which have
been converted shall represent the shares of Common Stock into which such shares
of Series C Preferred Stock have been converted. The Corporation shall pay all
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock issuable upon


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    conversion
of the Series C Preferred Stock.

    


    6. Other
Provisions.

    


    6.1
Reservation of Common Stock. The Corporation shall at all times reserve from its
authorized Common Stock a sufficient number of shares to provide for conversion
of all Series C Preferred Stock from time to time outstanding.

    


    6.2
Record Holders. The Corporation and its transfer agent, if any, for the Series C
Preferred Stock may deem and treat the record holder of any shares of Series C
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.
Restriction and Limitations. Except as expressly provided herein or as required
by law so long as any shares of Series C 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 C Preferred Stock,
take any action which would adversely and materially affect any of the
preferences, limitations or relative rights of the Series C Preferred Stock,
including without limitation:

    


    (a)
Reduce the amount payable to the holders of Series C 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 C 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 herein; 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, he undersigned has executed this Certificate of Designation,
Powers, Preferences and Rights of Series C Preferred Stock this __th day of
March 2006.

    


    JUNIPER
GROUP, INC.

    


    
      	
               

               

              By:-----------------------

                 Vlado
      Hreljanovic

                 Chief
      Executive Officer