Unassociated Document


    


    BOND
      LABORATORIES, INC. 

    


    CERTIFICATE
      OF DESIGNATION OF PREFERENCES, 

    RIGHTS
      AND LIMITATIONS

    OF

    SERIES
      A CONVERTIBLE PREFERRED
      STOCK

     

     

    WHEREAS,
      the Certificate of Incorporation of Bond Laboratories, Inc., a Nevada
      corporation (the “Corporation”)
      provides for a class of its authorized stock known as preferred stock, comprised
      of
      10,000,000 shares, issuable from time to time in one or more
      series;

    


    WHEREAS,
      the Board of Directors of the Corporation is authorized to fix the dividend
      rights, dividend rate, voting rights, conversion rights, rights and terms of
      redemption and liquidation preferences of any wholly unissued series of
      preferred stock and the number of shares constituting any Series and the
      designation thereof, of any of them; and

    


    WHEREAS,
      it is the desire of the Board of Directors of the Corporation, pursuant to
      its
      authority as aforesaid, to fix the rights, preferences, restrictions and other
      matters relating to a series of the preferred stock, which shall consist of
      10,000,000
      shares
      of the preferred stock which the corporation has the authority to issue,
      classified as Series A, as follows:

    


    NOW,
      THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide
      for
      the issuance of a series of preferred stock for cash or exchange of other
      securities, rights or property and does hereby fix and determine the rights,
      preferences, restrictions and other matters relating to such series of preferred
      stock as follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TERMS
      OF PREFERRED STOCK

     

    Section
      1.
       Definitions.
      For the
      purposes hereof, the following terms shall have the following
      meanings:

    


    “Change
      of Control Transaction”
means
      the occurrence after the date hereof of any of (a) an acquisition after the
      date
      hereof by an individual or legal entity or “group” (as described in Rule
      13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
      through legal or beneficial ownership of capital stock of the Corporation,
      by
      contract or otherwise) of in excess of 50% of the voting securities of the
      Corporation, or (b) a replacement at one time or within a one year period of
      more than one-half of the members of the Corporation's board of directors which
      is not approved by a majority of those individuals who are members of the board
      of directors on the date hereof (or by those individuals who are serving as
      members of the board of directors on any date whose nomination to the board
      of
      directors was approved by a majority of the members of the board of directors
      who are members on the date hereof), or (c) the execution by the Corporation
      of
      an agreement to which the Corporation is a party or by which it is bound,
      providing for any of the events set forth above in (a) or (b).

    


    “Common
      Stock"
      means
      the Corporation's common stock, and stock of any other class into which such
      shares may hereafter have been reclassified or changed.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    “Holder”
shall
      have the meaning given such term in Section 2 hereof.

    


    “Original
      Issue Date”
shall
      mean the date of the first issuance of any shares of the Preferred Stock
      regardless of the number of transfers of any particular shares of Preferred
      Stock and regardless of the number of certificates which may be issued to
      evidence such Preferred Stock.

    


    “Person”
means
      a
      corporation, an association, a partnership, an organization, a business, an
      individual, a government or political subdivision thereof or a governmental
      agency.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    Section
      2.
       Designation
      and Amount.
      The
      series of preferred stock shall be designated as its Series A Convertible
      Preferred Stock (the “Preferred
      Stock”)
      and
      the number of shares so designated shall be ten million (10,000,000) shares
      (which shall not be subject to increase without the consent of all of the
      holders of the Preferred Stock (each, a “Holder”
and
      collectively, the “Holders”).
      Capitalized terms not otherwise defined herein shall have the meaning given
      such
      terms in Section 1 hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      3.
       Voting
      Rights.
      Except
      as otherwise provided herein and as otherwise required by law, the Preferred
      Stock shall have no
      voting
      rights. The Common Stock into which the Preferred Stock is convertible shall,
      upon issuance, have all of the same voting rights as other issued and
      outstanding Common Stock of the Corporation, and none of the rights of the
      Preferred Stock. 

     

    Section
      4.
       Liquidation.
      Upon
      any liquidation, dissolution or winding-up of the Corporation, whether voluntary
      or involuntary (a “Liquidation”),
      the
      Holders shall be entitled to receive out of the assets of the Corporation,
      whether such assets are capital or surplus, for each share of Preferred Stock
      an
      amount equal to the fair market value as determined in good faith by the Board
      of Directors and any other fees or liquidated damages owing thereon before
      any
      distribution or payment shall be made to the holders of any Common Stock, and
      if
      the assets of the Corporation shall be insufficient to pay in full such amounts,
      then the entire assets to be distributed to the Holders shall be distributed
      among the Holders ratably in accordance with the respective amounts that would
      be payable on such shares if all amounts payable thereon were paid in full.
      A
      Change of Control Transaction shall not be treated as a Liquidation. The
      Corporation shall mail written notice of any such Liquidation, not less than
      45
      days prior to the payment date stated therein, to each record
      Holder.

    


    Section
      5.
       Conversion.

    


    a)  Conversions
      at Option of Holder.
      Each
      share of Preferred Stock shall be convertible into one share of Common Stock
      of
      the Corporation (the “Conversion
      Ratio”).
      Holders shall effect conversions by providing the Corporation with the form
      of
      conversion notice attached hereto as Annex
      A
      (a
“Notice
      of Conversion”).
      Each
      Notice of Conversion shall specify the number of shares of Preferred Stock
      to be
      converted, the number of shares of Preferred Stock owned prior to the conversion
      at issue, the number of shares of Preferred Stock owned subsequent to the
      conversion at issue and the date on which such conversion is to be effected,
      which date may not be prior to the date the Holder delivers such Notice of
      Conversion to the Corporation by facsimile (the “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion to the Corporation is deemed
      delivered hereunder. The calculations and entries set forth in the Notice of
      Conversion shall control in the absence of manifest or mathematical error.
      To
      effect conversions, as the case may be, of shares of Preferred Stock, a Holder
      shall not be required to surrender the certificate(s) representing such shares
      of Preferred Stock to the Corporation unless all of the shares of Preferred
      Stock represented thereby are so converted, in which case the Holder shall
      deliver the certificate representing such shares of Preferred Stock promptly
      following the Conversion Date at issue. Shares of Preferred Stock converted
      or
      redeemed in accordance with the terms hereof shall be canceled and may not
      be
      reissued.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b)  Mechanics
      of Conversion

    


    i.  Delivery
      of Certificate Upon Conversion.
      Not
      later than three business days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Corporation shall deliver to the Holder a certificate or certificates
      representing the number of shares of Common Stock being acquired upon the
      conversion of shares of Preferred Stock (the “Conversion
      Shares”).
      If in
      the case of any Notice of Conversion such certificate or certificates are not
      delivered to or as directed by the applicable Holder by the third business
      after
      the Conversion Date, the Holder shall be entitled to elect by written notice
      to
      the Corporation at any time on or before its receipt of such certificate or
      certificates thereafter, to rescind such conversion, in which event the
      Corporation shall immediately return the certificates representing the shares
      of
      Preferred Stock tendered for conversion.

     

    ii.  Obligation
      Absolute.
      The
      Corporation’s obligations to issue and deliver the Conversion Shares upon
      conversion of Preferred Stock in accordance with the terms hereof are absolute
      and unconditional, irrespective of any action or inaction by the Holder to
      enforce the same, any waiver or consent with respect to any provision hereof,
      the recovery of any judgment against any Person or any action to enforce the
      same, or any setoff, counterclaim, recoupment, limitation or termination, or
      any
      breach or alleged breach by the Holder or any other Person of any obligation
      to
      the Corporation or any violation or alleged violation of law by the Holder
      or
      any other person, and irrespective of any other circumstance which might
      otherwise limit such obligation of the Corporation to the Holder in connection
      with the issuance of such Conversion Shares. 

    iii.  Reservation
      of Shares Issuable Upon Conversion.
      The
      Corporation covenants that it will at all times reserve and keep available
      out
      of its authorized and unissued shares of Common Stock solely for the purpose
      of
      issuance upon conversion of the Preferred Stock, free from preemptive rights
      or
      any other actual contingent purchase rights of persons other than the Holders,
      not less than such number of shares of the Common Stock as shall be issuable
      (taking into account the adjustments and restrictions of herein) upon the
      conversion of all outstanding shares of Preferred Stock. The Corporation
      covenants that all shares of Common Stock that shall be so issuable shall,
      upon
      issue, be duly and validly authorized, issued and fully paid,
      nonassessable.

    


    iv.  Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of the
      Preferred Stock shall be made without charge to the Holders thereof for any
      documentary stamp or similar taxes that may be payable in respect of the issue
      or delivery of such certificate, provided that the Corporation shall not be
      required to pay any tax that may be payable in respect of any transfer involved
      in the issuance and delivery of any such certificate upon conversion in a name
      other than that of the Holder of such shares of Preferred Stock so converted
      and
      the Corporation shall not be required to issue or deliver such certificates
      unless or until the person or persons requesting the issuance thereof shall
      have
      paid to the Corporation the amount of such tax or shall have established to
      the
      satisfaction of the Corporation that such tax has been paid.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      6.
       Certain
      Adjustments.

    


    a)  Stock
      Dividends and Stock Splits.
      If the
      Corporation, at any time while the 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 this Preferred
      Sock), (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, then the Holders shall receive, upon conversion, the number
      of
      shares of Common Stock such Holder would have been entitled to receive assuming
      such Holder converted such Preferred Stock immediately prior to the applicable
      event. 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)  Pro
      Rata Distributions.
      If the
      Corporation, at any time while Preferred Stock is outstanding, shall distribute
      to all holders of Common Stock (and not to Holders) evidences of its
      indebtedness or assets or rights or warrants to subscribe for or purchase any
      security, then in each such case, the Holders shall receive, upon conversion,
      the number of shares of Common Stock or other property such Holder would have
      been entitled to receive assuming such Holder converted such Preferred Stock
      immediately prior to the applicable event. The adjustments shall be described
      in
      a statement provided to the Holders of the portion of assets or evidences of
      indebtedness so distributed or such subscription rights applicable to one share
      of Common Stock. Such adjustment shall be made whenever any such distribution
      is
      made and shall become effective immediately after the record date mentioned
      above.

     

    c)  Calculations.
      All
      calculations under this Section shall be made to the nearest cent or the nearest
      1/100th of a share, as the case may be. 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, and the description of any such shares of Common
      Stock shall be considered on issue or sale of Common Stock. For purposes of
      this
      Section 6, the number of shares of Common Stock deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) issued and
      outstanding.

    


    d)  Notice
      to Holders; Adjustment
      to Conversion Ratio.
      Whenever the Conversion Ratio is adjusted pursuant to any of this Section,
      the
      Corporation shall promptly mail to each Holder a notice setting forth the
      Conversion Ratio after such adjustment and setting forth a brief statement
      of
      the facts requiring such adjustment. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      7.
       Conversion
      Restrictions.

    


    a) Notwithstanding
      anything to the contrary set forth in this Certificate of Designation, at no
      time may a Holder of shares of Preferred Stock convert shares of the Preferred
      Stock if the number of shares of Common Stock to be issued pursuant to such
      conversion would exceed, when aggregated with all other shares of Common Stock
      owned by such Holder and its affiliates at such time, the number of shares
      of
      Common Stock which would result in such Holder and its affiliates beneficially
      owning (as determined in accordance with Section 13(d) of the Exchange Act,
      and
      the rules thereunder) in excess of 4.99% of all of the Common Stock outstanding
      at such time; provided,
      however,
      that
      upon a Holder providing the Corporation with sixty-one (61) days notice
      (pursuant to Section 8(a) hereof) (the "Waiver
      Notice")
      that
      such Holder would like to waive Section 7(a) of this Certificate of Designation
      with regard to any or all shares of Common Stock issuable upon conversion of
      Preferred Stock, this Section 7(a) shall be of no force or effect with regard
      to
      those shares of Preferred Stock referenced in the Waiver Notice.

     

    b) Notwithstanding
      anything to the contrary set forth in this Certificate of Designation, at no
      time may a Holder of shares of Preferred Stock convert shares of the Preferred
      Stock if the number of shares of Common Stock to be issued pursuant to such
      conversion would exceed, when aggregated with all other shares of Common Stock
      owned by such Holder and its affiliates at such time, would result in such
      Holder and its affiliates beneficially owning (as determined in accordance
      with
      Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99%
      of the Common Stock outstanding at such time; provided,
      however,
      that
      upon a Holder providing the Corporation with a Waiver Notice that such Holder
      would like to waive Section 7(b) of this Certificate of Designation with regard
      to any or all shares of Common Stock issuable upon conversion of Preferred
      Stock, this Section 7(b) shall be of no force or effect with regard to those
      shares of Preferred Stock referenced in the Waiver Notice.

    


    Section
      8. Miscellaneous.
      

    


    a)  Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holders
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service, addressed to the Corporation. Any and all notices
      or
      other communications or deliveries to be provided by the Corporation hereunder
      shall be in writing and delivered personally, by facsimile, sent by a nationally
      recognized overnight courier service addressed to each Holder at the facsimile
      telephone number or address of such Holder appearing on the books of the
      Corporation, or if no such facsimile telephone number or address appears, at
      the
      principal place of business of the Holder. Any notice or other communication
      or
      deliveries hereunder shall be deemed given and effective on the earliest of
      (i)
      the date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile telephone number specified in this Section prior
      to
      5:30 p.m. (New York City time), (ii) the date after the date of transmission,
      if
      such notice or communication is delivered via facsimile at the facsimile
      telephone number specified in this Section later than 5:30 p.m. (New York City
      time) on any date and earlier than 11:59 p.m. (New York City time) on such
      date,
      (iii) the second Business Day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b)  Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Certificate of Designation
      shall alter or impair the obligation of the Corporation, which is absolute
      and
      unconditional, to pay the liquidated damages (if any) on, the shares of
      Preferred Stock at the time, place, and rate, and in the coin or currency,
      herein prescribed. 

     

    c)  Lost
      or Mutilated Preferred Stock Certificate.
      If a
      Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or
      destroyed, the Corporation shall execute and deliver, in exchange and
      substitution for and upon cancellation of a mutilated certificate, or in lieu
      of
      or in substitution for a lost, stolen or destroyed certificate, a new
      certificate for the shares of Preferred Stock so mutilated, lost, stolen or
      destroyed but only upon receipt of evidence of such loss, theft or destruction
      of such certificate, and of the ownership hereof, and indemnity, if requested,
      all reasonably satisfactory to the Corporation.

    


    d)  Transfer
      and Assignment.
      The
      rights of each Holder hereunder shall be automatically assignable by each Holder
      to any Person (other than a known competitor of the Corporation) of all or
      a
      portion of
      the
      Preferred Stock if: (i) the Holder agrees in writing with the transferee or
      assignee to assign such rights, and a copy of such agreement is furnished to
      the
      Corporation within a reasonable time after such assignment, (ii) the Corporation
      is, within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the number of shares of Preferred Stock with respect to which are being
      transferred or assigned, and (iii) following such transfer or assignment the
      further disposition of such Preferred Stock is restricted under the Securities
      Act and applicable state securities laws. The rights to transfer and assign
      the
      Preferred Stock shall apply to the Holders (and to subsequent) successors and
      assigns. 

     

    e)  Waiver.
      Any
      waiver by the Corporation or the Holder of a breach of any provision of this
      Certificate of Designation shall not operate as or be construed to be a waiver
      of any other breach of such provision or of any breach of any other provision
      of
      this Certificate of Designation. The failure of the Corporation or the Holder
      to
      insist upon strict adherence to any term of this Certificate of Designation
      on
      one or more occasions shall not be considered a waiver or deprive that party
      of
      the right thereafter to insist upon strict adherence to that term or any other
      term of this Certificate of Designation. Any waiver must be in
      writing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    f)  Severability.
      If any
      provision of this Certificate of Designation is invalid, illegal or
      unenforceable, the balance of this Certificate of Designation shall remain
      in
      effect, and if any provision is inapplicable to any person or circumstance,
      it
      shall nevertheless remain applicable to all other persons and circumstances.
      If
      it shall be found that any interest or other amount deemed interest due
      hereunder violates applicable laws governing usury, the applicable rate of
      interest due hereunder shall automatically be lowered to equal the maximum
      permitted rate of interest. 

    


    g)  Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    h)  Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Certificate of Designation and shall not be deemed to limit or affect
      any
      of the provisions hereof.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      A

    


    NOTICE
      OF
      CONVERSION

    


    (TO
      BE
      EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES A
      PREFERRED STOCK)

    


    The
      undersigned hereby elects to convert the number of shares of Series A
      Convertible Preferred Stock indicated below, into shares of common stock (the
      "Common
      Stock"),
      of
      Bond Laboratories, Inc., a Nevada corporation (the "Corporation"),
      according to the conditions hereof, as of the date written below. If shares
      are
      to be issued in the name of a person other than undersigned, the undersigned
      will pay all transfer taxes payable with respect thereto and is delivering
      herewith such certificates and opinions as reasonably requested by the
      Corporation in accordance therewith. No fee will be charged to the Holder for
      any conversion, except for such transfer taxes, if any.

    


    Conversion
      calculations:

    


    
      	
              Date
                to Effect Conversion: ______________________________

            
	
               

            
	
              Number
                of shares of Preferred Stock owned prior to Conversion:
                ________________

            
	
               

            
	
              Number
                of shares of Preferred Stock to be Converted: _______________
                

            
	
               

            
	
              Number
                of shares of Common Stock to be Issued:
                _________________________

            
	 
	 
	
               

              [HOLDER]

               

              By:
                _______________________ 

              Name:

              Title: