Blueprint





 







Exhibit 10.4



MEDOVEX CORPORATION


 



CERTIFICATE OF DESIGNATION OF PREFERENCES, 



RIGHTS AND LIMITATIONS



OF



SERIES A CONVERTIBLE PREFERRED STOCK


 


PURSUANT
TO SECTION 78 OF THE


NEVADA
REVISED STATUTES


 


The
undersigned, Chief Executive Officer of Medovex Corporation, 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 February 3, 2017;


 


WHEREAS, the Board
of Directors is authorized within the limitations and restrictions
stated in the Articles of Incorporation of the Corporation (the
“Articles”), to provide by
resolution or resolutions for the issuance of 500,000 shares of
Preferred Stock, par value $0.001 per share, of the Corporation, in
such 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 new series of
Preferred Stock and the number of shares constituting such
series.


 


NOW,
THEREFORE, BE IT RESOLVED:


 


Section
1. Designation and
Authorized Shares. The Corporation shall be authorized to
issue forty five thousand (45,000) shares of Series A Convertible
Preferred Stock, par value $0.001 per share (the
“Series A Preferred
Stock”).


 


Section 2. Stated
Value. Each share of Series A Preferred Stock shall
have a stated value of $0.001 (the “Stated
Value”).


 


Section 3. Liquidation.


 


(a) Upon the
liquidation, dissolution or winding up of the business of the
Corporation, whether voluntary or involuntary, each holder of
Series A Preferred Stock shall be entitled to receive, for each
share thereof, out of assets of the Corporation legally available
therefor, 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 A 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 A Preferred Stock
should receive preferential payment with respect to such
distribution (to the extent of such preference) and (ii) the
Corporation’s common stock (the “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
A Preferred Stock (or the holders of any class or series of capital
stock ranking on a parity with the Series A 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.


 


(b) 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.


 




	

 

	
	
 


	
 

	
 

	
 







 


 

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Section 4. Conversion.


 


(a) Conversion
Right. Each share of Series A Preferred Stock may, from
time to time, be converted into shares of fully paid and
nonassessable shares of Common Stock (the “Conversion Shares”) at a
rate of one hundred (100) shares of the Company’s Common
Stock for every share of Series A Preferred Stock.


 


 (b) Conversion
Procedure. In order to exercise the conversion
privilege under this Section 4, the holder of any shares of
Series A 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 A 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 A 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 this Section 4.
In case of conversion of only a part of the shares of Series A
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 A Preferred Stock
which have not been converted. Until such time as the certificate
or certificates representing Series A Preferred Stock which has
been converted are surrendered to the Corporation and a certificate
or certificates representing the Common Stock into which such
Series A Preferred Stock has been converted have been issued and
delivered, the certificate or certificates representing the Series
A Preferred Stock which have been converted shall represent the
shares of Common Stock into which such shares of Series A 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 A Preferred Stock.


 


 (c) Maximum
Conversion. Notwithstanding anything to the contrary
contained herein, a holder of shares of Series A Preferred Stock
shall not be entitled to convert shares of Series A Preferred Stock
if upon such conversion the number of shares of Common Stock to be
received, together with the number of shares of Common Stock
beneficially owned by the holder and its affiliates on the
conversion date, would result in beneficial ownership by the holder
and its affiliates of more than 4.99% of the outstanding shares of
Common Stock of the Corporation on such conversion
date.  For the purposes of the provision in the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.  The holder shall have the authority and
obligation to determine whether the restriction contained in this
Section 4(c) will limit any conversion hereunder and to the extent
that the holder determines that the limitation contained in this
Section applies, the determination of the number of shares of
Series A Preferred Stock that are convertible shall be the
responsibility and obligation of the holder.  
 


 


Section 5. Voting.  Except
as otherwise expressly required by law, the conversion limitations
of Section 4(c) or this Section 5, each holder of Series A
Preferred Stock shall be entitled to vote on all matters submitted
to shareholders of the Corporation and shall be entitled to one
vote for each share of Series A Preferred Stock owned on the record
date for the determination of shareholders entitled to vote on such
matter or, if no such record date is established, on the date such
vote is taken or any written consent of shareholders is solicited.
Except as otherwise required by law or this Section 5, the holders
of shares of Series A Preferred Stock shall vote together with the
holders of Common Stock on all matters and shall not vote as a
separate class.


 


Section 6. Other
Provisions.


 


(a)            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 A Preferred Stock from time to time
outstanding.


 


(b)            Record
Holders. The Corporation and
its transfer agent, if any, for the Series A Preferred Stock may
deem and treat the record holder of any shares of Series A
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.


 







	

 

	
	
 


	
 

	
 

	
 







 


 

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Section
2.                      Restriction
and Limitations. Except as expressly provided herein or as
required by law so long as any shares of Series A 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 A Preferred Stock, take any action
which would adversely and materially affect any of the preferences,
limitations or relative rights of the Series A Preferred
Stock.


 


Section
3.                      Certain
Adjustments.


(a)            Stock
Dividends and Stock Splits. If the Corporation, at any time
while the Series A Preferred Stock is outstanding: (A) shall pay a
stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by
the Corporation pursuant to the Series A Preferred Stock), (B)
subdivide outstanding shares of Common Stock into a larger number
of shares, (C) combine (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares,
or (D) issue by reclassification of shares of the Common Stock any
shares of capital stock of the Corporation, each share of Series A
Preferred Stock shall receive such consideration as if such number
of shares of Series A Preferred had been, immediately prior to such
foregoing dividend, distribution, subdivision, combination or
reclassification, the holder of the number of shares of Common
Stock into which it could convert at such time. Any adjustment made
pursuant to this Section shall become effective immediately after
the record date for the determination of stockholders entitled to
receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


(b)            Fundamental
Transaction. If, at any time while the Series A Preferred
Stock is outstanding, (A) the Corporation effects any merger or
consolidation of the Corporation with or into another Person, (B)
the Corporation effects any sale of all or substantially all of its
assets in one transaction or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Corporation or
another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (D) the Corporation effects any
reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property
(in any such case, a “Fundamental
Transaction”), then, upon any subsequent conversion of
this Series A Preferred Stock, the Holders shall have the right to
receive, for each share of Common Stock that would have been
issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the same kind and amount of
securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it
had been, immediately prior to such Fundamental Transaction, the
holder of such shares of Common Stock.


 


 


IN
WITNESS WHEREOF, the undersigned have executed this Certificate of
Designation this 8th day of February
2017.


 


	
 

	

MEDOVEX
CORPORATION 


 
 

	
 


	
 

	

By:  

	

/s/ Jeffrey
Wright


	
 


	
 

	

Name: 

	


Jeffrey Wright

	
 


	
 

	

Title: 

	

Chief
Financial Officer

	
 







 


 


 




	

 

	
	
 


	
 

	
 

	
 







 


 

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