CERTIFICATE
OF DESIGNATION


of
the


PREFERENCES,
RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS


of
the


SERIES
ACONVERTIBLEPREFERRED
STOCK


of


LEGEND
MEDIA, INC.





LEGEND MEDIA, INC. (the “Corporation”), a
corporation organized and existing under Chapter 78 of the Nevada Revised
Statutes, as amended (the "NRS"), hereby
certifies that, pursuant to the authority conferred upon the Board of Directors
of the Corporation (the “Board”) by its
Amended and Restated Articles of Incorporation, filed with the Secretary of
State of the State of Nevada on November 1, 2006 (the "Articles of
Incorporation"), and pursuant to the provisions of the NRS, the Board
adopted the following resolution providing for the authorization of 2,083,333
shares of the Corporation's Series A Convertible Preferred Stock, $0.001 par
value per share (the "Series A Preferred
Stock"):





RESOLVED, that pursuant to the
authority vested in the Board by the Corporation’s Articles of Incorporation,
the Board hereby establishes the Series A Preferred Stock of the Corporation,
authorizes 2,083,333 shares of Series A Preferred Stock and determines the
designation, preferences, rights, qualifications, limitations and privileges of
Series A Preferred Stock of the Corporation as follows:





1.           Voting Rights.Except as otherwise
provided herein or as required by law, the Series A Preferred Stock shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the Bylaws of the Corporation and shall vote together
with the Corporation's common stock, $0.001 par value per share (the "Common Stock"), as a
single class at any annual or special meeting of stockholders of the Corporation
and may act by written consent in the same manner as the Common Stock, in either
case upon the following basis: each holder of shares of Series A Preferred Stock
(each, a "Holder" and
collectively, the "Holders") shall be
entitled to such number of votes as shall be equal to the whole number of shares
of Common Stock into which such Holder’s aggregate number of shares of Series A
Preferred Stock are convertible pursuant to Section 3 below
immediately after the close of business on the record date fixed for such
meeting or the effective date of such written consent.





2.           Liquidation
Rights.





(a)           Upon any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of debts and other
liabilities of the Corporation, before any distribution or payment shall be made
to the holders of any other equity securities of the Corporation by reason of
their ownership thereof, the Holders of Series A Preferred Stock shall first be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount with respect to each share of Series
A Preferred Stock equal to $2.40 (the “Original Series A Issue
Price”), plus any declared and accrued but unpaid dividends thereon
(collectively, the “Series A Liquidation
Value”).





(b)           After
payment has been made to the Holders of the Series A Preferred Stock of the full
amount of the Series A Liquidation Value, any remaining assets of the
Corporation shall be distributed ratably to the holders of the Corporation's
Common Stock based on the number of shares of Common Stock held by each such
holder.





(c)           The
following events shall be considered a liquidation for purposes of Section 2(a)
above:





(i)           any
merger, consolidation, business combination, reorganization or recapitalization
of the Corporation (other than any merger effected solely for the purpose of
changing the domicile of the Corporation) in which the Corporation is not the
surviving entity or in which the stockholders of the Corporation immediately
prior to such transaction own capital stock representing less than 50% of the
Corporation’s voting power immediately after such transaction or any transaction
or series of related transactions in which capital stock representing in excess
of 50% of the Corporation’s voting power is transferred(each,
an “Acquisition”);
or





(ii)         a
sale, conveyance, transfer or other disposition of all or substantially all of
the assets of the Corporation (each, an “Asset
Transfer”).





(d)           If, upon
any liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation shall be insufficient to make payment in full to all Holders of
Series A Preferred Stock, then such assets shall be distributed among the
Holders of Series A Preferred Stock at the time outstanding, ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled.





(e)           Whenever
any distribution provided for in this Section 2 shall be
payable in securities or property other than cash, the value of such
distribution shall be the fair market value thereof as determined in good faith
by the Board.





3.           Conversion
Rights.  The Holders of Series A Preferred Stock shall have the
following rights with respect to the conversion of Series A Preferred Stock into
shares of Common Stock pursuant to this Section
3:





(a)           Conversion.  Subject
to and in compliance with the provisions of this Section 3, any shares
of Series A Preferred Stock may, at the option of the Holder thereof, be
converted at any time into fully paid and nonassessable shares of Common
Stock.  The number of shares of Common Stock to which a Holder of
Series A Preferred Stock shall be entitled upon conversion shall be the product
obtained by multiplying the number of shares of Series A Preferred Stock being
converted by the then-effective Series A Conversion Rate (determined in
accordance with Section 3(b)
below).





(b)           Series A Conversion
Rate.  The conversion rate in effect at any time for conversion
of the Series A Preferred Stock (the "Series A Conversion
Rate") shall be the quotient obtained by dividing the Series A
Liquidation Value by the then-effective Series A Conversion Price (determined in
accordance with Section 3(c)
below).


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(c)           Series A Conversion
Price.  The conversion price for Series A Preferred Stock (the
“Series A Conversion
Price”) initially shall be the Original Series A Issue
Price.  The Series A Conversion Price is subject to adjustment as
provided in Section
3(d) and all references herein to the Series A Conversion Price shall
mean the Series A Conversion Price as so adjusted.





(d)           Adjustment to the Series A
Conversion Price.





(i)           If,
at any time or from time to time after the filing of this Certificate of
Designation with the Secretary of State of the State of Nevada (the "Original Series A Filing
Date"), the Corporation shall issue any Additional Stock without
consideration or for consideration per share less than the Series A Conversion
Price in effect immediately prior to the issuance of such Additional Stock, then
such Series A Conversion Price in effect immediately prior to such issuance
shall (except as otherwise provided in this Section 3(d)) be
adjusted to a price determined by multiplying such Series A Conversion Price by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of shares of
Common Stock that the aggregate consideration received by the Corporation for
such issuance would purchase at such Series A Conversion Price, and the
denominator of which is the number of shares of Common Stock outstanding
immediately prior to such issuance plus the number of shares of such Additional
Stock.





(ii)          No
adjustment of the Series A Conversion Price for any Series A Preferred Stock
shall be made in an amount less than one cent per share; provided that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made prior to three years from the date of the event giving rise to the
adjustment being carried forward.  Except to the limited extent
provided for in Sections 3(d)(v)(C),
3(d)(v)(D) and
3(d)(viii) no
adjustment of such Series A Conversion Price pursuant to this Section 3(d) shall
have the effect of increasing the Series A Conversion Price above the Series A
Conversion Price in effect immediately prior to such adjustment.





(iii)         In
the case of the issuance of Additional Stock for cash, the consideration shall
be deemed to be the amount of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or incurred by the
Corporation for any underwriting or otherwise in connection with the issuance
and sale thereof.





(iv)         In
the case of the issuance of the Additional Stock for a consideration in whole or
in part other than cash, the consideration other than cash shall be deemed to be
the fair value thereof as determined by the Board of the Corporation
irrespective of any accounting treatment.





(v)          In
the case of the issuance of options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for such convertible
or exchangeable securities, the following provisions shall apply for all
purposes of this Section
3(d):


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(A)           The
aggregate number of shares of Common Stock deliverable upon exercise (assuming
the satisfaction of any conditions to exercisability, including but not limited
to the passage of time, but without taking into account potential antidilution
adjustments) of such options to purchase or rights to subscribe for Common Stock
shall be deemed to have been issued and outstanding at the time such options or
rights were issued and for a consideration equal to the consideration
(determined in the manner provided in Sections 3(d)(iii)
and 3(d)(iv)),
if any, received by the Corporation upon the issuance of such options or rights
plus the minimum exercise price provided in such options or rights (without
taking into account potential antidilution adjustments) for the Common Stock
covered thereby.





(B)           The
aggregate maximum number of shares of Common Stock deliverable upon conversion
of or in exchange (assuming the satisfaction of any conditions to convertibility
or exchangeability, including but not limited to the passage of time, but
without taking into account potential antidilution adjustments) for any such
convertible or exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof shall be deemed to have been
issued and outstanding at the time such securities were issued or such options
or rights were issued and for a consideration equal to the consideration, if
any, received by the Corporation for any such securities and related options or
rights (excluding any cash received or account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any, to be received by
the Corporation (without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the exercise of any
related options or rights (the consideration in each case to be determined in
the manner provided in Sections 3(d)(iii)
and 3(d)(iv)).





(C)           In
the event of any change in the number of shares of Common Stock deliverable or
in the consideration payable to the Corporation upon exercise of such options or
rights or upon conversion of or in exchange for such convertible or exchangeable
securities, including but not limited to a change resulting from the
antidilution provisions thereof, the Series A Conversion Price, to the extent in
any way affected by or computed using such options, rights or securities, shall
be recomputed to reflect such change, but no further adjustment shall be made
for the actual issuance of Common Stock or any payment of such consideration
upon the exercise of any such options or rights or the conversion or exchange of
such securities.





(D)           Upon
the expiration of any such options or rights, the termination of any such rights
to convert or exchange or the expiration of any options or rights related to
such convertible or exchangeable securities, the Series A Conversion Price, to
the extent in any way affected by or computed using such options, rights or
securities or options or rights related to such securities, shall be recomputed
to reflect the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options or rights, upon the conversion or exchange of
such securities or upon the exercise of the options or rights related to such
securities.





(E)           The
number of shares of Common Stock deemed issued and the consideration deemed paid
therefor pursuant to Sections 3(d)(v)(A)
and 3(d)(v)(B)
shall be appropriately adjusted to reflect any change, termination or expiration
of the type described in either Section 3(d)(v)(C) or
3(d)(v)(D).


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(vi)         "Additional Stock"
shall mean any shares of Common Stock issued (or deemed to have been issued
pursuant to Section
3(d)(v)) by the Corporation after the Original Series A Filing Date,
other than:





(A)           shares
of Common Stock issued or so deemed to have been issued upon conversion of
shares of Series A Preferred Stock;





(B)           shares
of Common Stock issued or so deemed to have been issued to officers, directors,
consultants or employees of the Corporation pursuant to a plan or program
adopted by the Corporation's Board pursuant to a decision taken with the
affirmative vote of the member of the Board appointed by the holder(s) of Series
A Preferred Stock;





(C)           shares
of Common Stock (or options, warrants or other rights to purchase such Common
Stock) issued or so deemed to have been issued in connection with acquisitions,
merger transactions, consolidations or similar business
combinations;





(D)           shares
of Common Stock issued or so deemed to have been issued in connection with
leases, bank financings, credit agreements or similar instruments with equipment
lessors, commercial lenders, banks, or similar financial institutions if
approved by the Board;





(E)           shares
of Common Stock issued or so deemed to have been issued in connection with a
strategic alliance or corporate partnering transaction entered into by the
Corporation;





(F)           shares
of Common Stock issued or so deemed to have been issued pursuant to options and
warrants outstanding on the Original Series A Filing Date; and





(G)           shares
of Common Stock issued or so deemed to have been issued pursuant to a
transaction described in Section 3(d)(vii),
for which adjustments are made pursuant to such Section.





(vii)         In
the event the Corporation at any time or from time to time after the Original
Series A Filing Date fixes a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock ("Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Series A Conversion Price shall
be appropriately decreased so that the number of shares of Common Stock issuable
on conversion of each share of Series A Preferred Stock shall be increased in
proportion to such increase of the aggregate of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents
with the number of shares issuable with respect to Common Stock Equivalents
determined from time to time in the manner provided for deemed issuances in
Section
3(d)(v).


5





(viii)      If
the number of shares of Common Stock outstanding at any time after the Original
Series A Filing Date is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the Series A
Conversion Price shall be appropriately increased so that the number of shares
of Common Stock issuable on conversion of each share of Series A Preferred Stock
shall be decreased in proportion to such decrease in outstanding
shares.





(e)          Other
Distributions.  In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends),
securities or options or rights not referred to in Section 3(d), then,
in each such case for the purpose of this Section 3(e), the
Holders of the Series A Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the number of
shares of Common Stock into which their shares of Series A Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such
distribution.





(f)          Recapitalizations.  If
at any time or from time to time there shall be a recapitalization of the Common
Stock (other than a subdivision, combination, merger or sale of assets
transaction provided for elsewhere in this Section 3) provision
shall be made so that the Holders of the Series A Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series A Preferred
Stock the number of shares of stock or other securities or property of the
Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization.  In any
case, appropriate adjustment shall be made in the application of the provisions
of this Section
3 with respect to the rights of the Holders of the Series A Preferred
Stock after the recapitalization to the end that the provisions of this Section 3 (including
adjustment of the Series A Conversion Price then in effect and the number of
shares purchasable upon conversion of the Series A Preferred Stock) shall be
applicable after that event as nearly equivalent as may be
practicable.





(g)          Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Corporation, if any, and the disposition of any shares so owned or held
shall be considered an issue or sale of Common Stock.





(h)          No
Impairment.  The Corporation shall not, by the amendment of its
Articles of Incorporation 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 at all times shall in good faith assist in the carrying out of
all the provisions of this Section 3 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the Holders of the Series A Preferred Stock, against
impairment.


6





(i)         Mechanics of
Conversion.
Before any Holder of Series A Preferred Stock shall be entitled to convert the
same into shares of Common Stock, such Holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series A Preferred Stock, and shall give written notice
to the Corporation at its principal corporate office of the election to convert
the same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued.  The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such Holder of Series A Preferred Stock, or to the nominee or nominees
of such Holder, a certificate or certificates for the number of shares of Common
Stock to which such Holder shall be entitled as aforesaid, together with any
cash dividends declared but unpaid on such shares of Series A Preferred
Stock.  In case the number of shares of Series A Preferred Stock
represented by the certificate or certificates surrendered pursuant to Section 3(a) above
exceeds the number of shares converted, the Corporation shall, upon conversion,
execute and deliver to the Holder (at the expense of the Corporation) a new
certificate or certificates for the number of shares of Series A Preferred Stock
surrendered but not converted.  Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of such Series A Preferred Stock to be converted, and
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 as of such date.  If the
conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act of 1933, as amended, the conversion
may, at the option of any Holder tendering such Series A Preferred Stock for
conversion, be conditioned upon the closing with the underwriters of the sale of
securities pursuant to such offering, in which event the person(s) entitled to
receive Common Stock upon conversion of such Series A Preferred Stock shall not
be deemed to have converted such Series A Preferred Stock until immediately
prior to the closing of such sale of securities.





(j)         Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series A Conversion Price or the number of shares of Common Stock or other
securities issuable upon conversion of the Series A Preferred Stock, the
Corporation, at its expense, shall compute such adjustment or readjustment in
accordance with the provisions of this Section 3, prepare a
certificate showing such adjustment or readjustment and furnish such certificate
to each registered Holder of Series A Preferred Stock.  Such
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (A) the consideration received or deemed to be received by the
Corporation for any additional shares of Common Stock issued or sold or deemed
to have been issued or sold, (B) the Series A Conversion Price in effect before
and after such adjustment, (C) the number of additional shares of Common Stock
issued or sold or deemed to have been issued or sold and (D) the type and
amount, if any, of other property which at the time would be received upon
conversion of the Series A Preferred Stock.


7





(k)           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 Acquisition, Asset Transfer or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, in each case the
Corporation shall furnish to each Holder of Series A Preferred Stock at least 20
days prior to the record date specified therein a notice specifying (1) 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, (2) the date on
which any such Acquisition, Asset Transfer, dissolution, liquidation or winding
up is expected to become effective and (3) the date, if any, that is to be fixed
for determining the holders of record of Common Stock (or other securities) that
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such Acquisition, Asset
Transfer, dissolution, liquidation or winding up.





(l)           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 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 Series A Preferred Stock; 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 Series A Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Series A Preferred Stock, the Corporation will 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 purposes, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to the
Articles of Incorporation.





(m)         Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of Series A Preferred Stock.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series A Preferred Stock by a Holder thereof shall be aggregated for
purposes of determination whether the conversion would result in the issuance of
any fractional share.  If, after such aggregation, the conversion
would result in the issuance of any fractional share, in lieu of issuing any
fractional share, the Corporation shall round the number of shares of Common
Stock to be issued to the nearest whole number.





4.           Transferability. The
Series A Preferred Stock and any shares of Common Stock issued upon conversion
thereof, may only be sold, transferred, assigned, pledged or otherwise disposed
of ("Transfer")
in accordance with state and federal securities laws.  The Corporation
shall keep at its principal office a register of the Series A Preferred
Stock.  Upon the surrender of any certificate representing Series A
Preferred Stock at such place, the Corporation, at the request of the record
Holder of such certificate, shall execute and deliver (at the Corporation’s
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of shares represented by the surrendered
certificate.  Each such new certificate shall be registered in such
name and shall represent such number of shares as is requested by the Holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate.


8





5.           Veto
Rights.  The Corporation may not create a new class or series
of preferred stock of the Corporation having priority over or rights that are
senior to, or pari passu with, the Series A Preferred Stock, without the prior
approval of Holders of more than 50% of the outstanding Series A Preferred Stock
("Required
Holders").





6.           Amendment and
Waiver.  This Certificate of Designation shall not be amended,
either directly or indirectly or through merger or consolidation with another
entity, in any manner that would alter or change the powers, preferences or
special rights of the Series A Preferred Stock so as to affect them materially
and adversely without the affirmative vote of the Required
Holders.  Any amendment, modification or waiver of any of the terms or
provisions of the Series A Preferred Stock by the Required Holders, whether
prospectively or retroactively effective, shall be binding upon all Holders of
Series A Preferred Stock.





7.           Replacement.  Upon
receipt of evidence reasonably satisfactory to the Corporation (an affidavit of
the registered Holder shall be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any certificate evidencing shares of Series
A Preferred Stock, and in the case of any such loss, theft or destruction upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the Holder is a financial institution or other institutional investor its own
agreement shall be satisfactory) or in the case of any such mutilation upon
surrender of such certificate, the Corporation, at its expense, shall execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.





8.           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) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All notices to the Corporation shall
be addressed to the Corporation’s Chief Executive Officer at the Corporation’s
principal place of business on file with the Secretary of State of the State of
Nevada.  All notices to stockholders shall be addressed to each holder
of record at the address of such holder appearing on the books of the
Corporation.





*
* * * *


9


IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to
be executed by Jeffrey Dash, an Executive Officer of the Corporation, this ___
day of May, 2008.





By:Name:
                  Jeffrey
      DashTitle:
                  Chief
      Financial
Officer


10