Blueprint





 


 







Exhibit 10.2


 



CERTIFICATE OF DESIGNATION OF PREFERENCES, 



RIGHTS AND LIMITATIONS



OF



SERIES H CONVERTIBLE PREFERRED STOCK


 


PURSUANT
TO SECTION 78 OF THE


NEVADA
REVISED STATUTES


 


The
undersigned, Chief Executive Officer of Orbital Tracking Corp., 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 October 13, 2016;


 


WHEREAS, the Board
of Directors is authorized within the limitations and restrictions
stated in the Articles of Incorporation of the Corporation, as
amended (the “Articles”), to provide by
resolution or resolutions for the issuance of 50,000,000 shares of
Preferred Stock, par value $0.0001 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 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 two hundred thousand (200,000) shares of Series H Preferred
Stock, par value $0.0001 per share (the “Series H Preferred
Stock”).


 


Section 2. Stated
Value. Each share of Series H Preferred Stock shall
have a stated value of four dollars $4.00 (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 H 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 H 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 H 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
H Preferred Stock (or the holders of any class or series of capital
stock ranking on a parity with the Series H 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 H Preferred Stock may, from
time to time, be converted into shares of fully paid and
nonassessable shares of Common Stock (the “Conversion Shares”) in an
amount equal to (i) multiplying the number of shares to be
converted by the Stated Value thereof, and then (ii) dividing the
result by the Conversion Price in effect immediately prior to such
conversion. The initial conversion price per share of Series H
Preferred Stock (the "Conversion Price") shall be
$.04 per share, subject to adjustment as applicable in accordance
with Section 8
below.


 


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


 


          
(c) Maximum
Conversion. Notwithstanding anything to the contrary
contained herein, a holder of shares of Series H Preferred Stock
shall not be entitled to convert shares of Series H 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 H 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 H
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 H 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 H 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.   The Corporation and its transfer
agent, if any, for the Series H Preferred Stock may deem and treat
the record holder of any shares of Series H Preferred Stock and,
upon conversion of the Series H Preferred Stock, the Conversion
Shares, 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. 


 


Section
7. Restriction and
Limitations. Except as expressly provided herein or as
required by law, so long as any shares of Series H 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 H Preferred Stock, take any action
which would adversely and materially affect any of the
preferences, limitations or relative rights of
the Series H Preferred Stock, including without
limitation:


 


(A) Reduce the
amount payable to the holders of Series H 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 H Preferred Stock
to the rights upon liquidation of the holders of any other capital
stock in the Corporation; or


 


(B) Cancel or
modify adversely and materially the voting rights as provided in
Section 5 herein.


 


(C) or
for one year following the date of filing this COD, (i) issue any
shares of Preferred Stock, common stock or securities convertible
into common stock (except upon exercise or conversion of currently
existing securities or pursuant to the Company’s duly adopted
equity incentive plan); or (ii) incur any indebtedness except for
trade payables incurred in the ordinary course of
business.


 



 

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Section 8. Certain
Adjustments.


 


(a) Dividend,
Subdivision or Combination of Common Stock. If the
Corporation shall, at any time or from time to time, (i) pay a
dividend or make any other distribution upon the Common Stock or
any other capital stock of the Corporation payable in shares of
Common Stock or in or securities convertible into Common Stock, or
(ii) subdivide (by any stock split, recapitalization or otherwise)
its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to any
such dividend, distribution or subdivision shall be proportionately
reduced and the number of Conversion Shares issuable upon
conversion of the Series H Preferred Stock shall be proportionately
increased. If the Corporation at any time combines (by combination,
reverse stock split or otherwise) its outstanding shares of Common
Stock into a smaller number of shares, the Conversion Price in
effect immediately prior to such combination shall be
proportionately increased and the number of Conversion Shares
issuable upon conversion of the Series H Preferred Stock shall be
proportionately decreased. Any adjustment under this Section 8(a)
shall become effective at the close of business on the date the
dividend, subdivision or combination becomes
effective.


 


(b) Fundamental
Transaction.  In the event of any (i) capital
reorganization of the Corporation, (ii) reclassification of the
stock of the Corporation (other than a change in par value or from
par value to no par value or from no par value to par value or as a
result of a stock dividend or subdivision, split-up or combination
of shares), (iii) consolidation or merger of the Corporation with
or into another entity, (iv) sale of all or substantially all of
the Corporation's assets or (v) other similar transaction (other
than any such transaction covered by Section 8(a), in each case
which entitles the holders of Common Stock to receive (either
directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock, each share
of Series H Preferred Stock shall, immediately after such
reorganization, reclassification, consolidation, merger, sale or
similar transaction, remain outstanding and shall thereafter, in
lieu of or in addition to (as the case may be) the number of
Conversion Shares then convertible for such share, be exercisable
for the kind and number of shares of stock or other securities or
assets of the Corporation or of the successor person resulting from
such transaction to which such share would have been entitled upon
such reorganization, reclassification, consolidation, merger, sale
or similar transaction if the share had been converted in full
immediately prior to the time of such reorganization,
reclassification, consolidation, merger, sale or similar
transaction and acquired the applicable number of Conversion Shares
then issuable hereunder as a result of such conversion (without
taking into account any limitations or restrictions on the
convertibility of such share, if any); and, in such case,
appropriate adjustment shall be made with respect to such holder's
rights under this Certificate of Designation to insure that the
provisions of this Section 8 hereof shall thereafter be applicable,
as nearly as possible, to the Series H Preferred Stock in relation
to any shares of stock, securities or assets thereafter acquirable
upon conversion of Series H Preferred Stock (including, in the case
of any consolidation, merger, sale or similar transaction in which
the successor or purchasing person is other than the Corporation,
an immediate adjustment in the Conversion Price to the value per
share for the Common Stock reflected by the terms of such
consolidation, merger, sale or similar transaction, and a
corresponding immediate adjustment to the number of Conversion
Shares acquirable upon conversion of the Series H Preferred Stock
without regard to any limitations or restrictions on conversion, if
the value so reflected is less than the Conversion Price in effect
immediately prior to such consolidation, merger, sale or similar
transaction). The provisions of this Section 8(b) shall similarly
apply to successive reorganizations, reclassifications,
consolidations, mergers, sales or similar transactions. The
Corporation shall not effect any such reorganization,
reclassification, consolidation, merger, sale or similar
transaction unless, prior to the consummation thereof, the
successor person (if other than the Corporation) resulting from
such reorganization, reclassification, consolidation, merger, sale
or similar transaction, shall assume, by written instrument
substantially similar in form and substance to this Certificate of
Designation, the obligation to deliver to the holders of Series H
Preferred Stock such shares of stock, securities or assets which,
in accordance with the foregoing provisions, such holders shall be
entitled to receive upon conversion of the Series H Preferred
Stock.


 


IN
WITNESS WHEREOF, the undersigned have executed this Certificate of
Designation this 13th day of October, 2016.








	

 

	
ORBITAL TRACKING
CORP.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/ David Phipps

	

 


	

 

	

Name: 

	


David
Phipps	

 


	

 

	

Title:

	




Chief
Executive Officer

	

 







 




  






 

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