Exhibit
4.2

    


    CERTIFICATE
OF DESIGNATION OF RIGHTS, PREFERENCES AND LIMITATIONS OF

    SERIES
B CONVERTIBLE PREFERRED STOCK OF

    RXBIDS

     

    RxBids, a
corporation organized and existing under the laws of the State of Nevada (the
“Company”), DOES HEREBY
CERTIFY:

     

    Pursuant
to authority expressly granted to and vested in the Board of Directors of the
Company (the “Board of
Directors”) by the Amended and Restated Articles of Incorporation, dated
November 11, 2010 (as may be amended from time to time, the “Articles of Incorporation”),
the Board of Directors adopted resolutions on January 26, 2011 (i) designating a
series of the Corporation’s previously authorized preferred stock, par value
$0.01 per share (the “Preferred
Stock”), and (ii) providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of 4,000 shares of Preferred Stock, as
follows:

    


    RESOLVED, that pursuant to the
authority vested in the Board of Directors by the provisions of the Articles of
Incorporation, a series of Preferred Stock be, and it hereby is, created out of
the 8,500,000 authorized but unissued shares of Preferred Stock, such series to
be designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), to
consist of 4,000 shares, par value $0.01 per share, which shall have the
following preferences, powers, designations and other special
rights:

    


    1.           Authorized
Number.  Four Thousand (4,000) shares of the authorized shares
of Preferred Stock are hereby designated “Series B Convertible Preferred
Stock” with a par value $0.01 per share.  Such number of shares may from time
to time be decreased (but not below the number of shares of Series B Preferred
Stock then outstanding) by the Board of Directors by a certificate executed,
acknowledged and filed with the Secretary of State of the State of Nevada
setting forth a statement that a specified decrease therein has been authorized
and directed by a resolution duly adopted by the Board of
Directors.  In case the number of authorized shares of the Series B
Preferred Stock shall be so decreased, the number of shares so specified in the
certificate shall resume the status of authorized but unissued shares of
preferred stock, undesignated as to series.  Shares of Series B
Preferred Stock that are redeemed, purchased, converted or otherwise acquired by
the Company shall be cancelled and shall revert to authorized but unissued
shares of preferred stock, undesignated as to series.

    


    2.           Conversion of Series B Preferred
Stock.  The Series B Preferred Stock, in the aggregate shall be
convertible into shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”) as
set forth in the Section 2.

     

    (a)           Conversion
Rate.  All of the shares of Series B Preferred Stock (the
“Total Series B Shares”)
shall be convertible in the aggregate into thirty-five percent (35%) of the
total issued and outstanding shares of the Common Stock as of, and regardless
of, the date of conversion (the “Conversion Rate”) without any
additional consideration by the holder to effectuate the conversion, in the
manner provided for herein.  The Conversion Rate shall not be subject
to dilution, modification or any other change, regardless of any action
undertaken by the Board of Directors or shareholders of the
Company.  Without limiting the generality of the foregoing, there
shall be no adjustment to the Conversion Rate or the number of shares of Common
Stock issuable upon conversion of the Series B Preferred Stock for the first
reverse stock split of the Company’s issued and outstanding Common Stock which
is to occur promptly following the date that this Certificate of Designation is
filed with the Secretary of State of Nevada.

     

    
      
         


      

      
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    (b)           Voluntary
Conversion.  Any holder of Series B Preferred Stock shall have
the right, at the Conversion Rate, to convert such holder’s portion of the Total
Series B Shares at any time, in whole or in part, into shares of Common Stock at
any time following the date that the Company publicly discloses via a filing of
an Annual Report on Form 10-K with the U.S. Securities and Exchange Commission
that the Company’s audited gross revenue in any fiscal year exceeds Seventy Five
Million Dollars ($75,000,000).  In order to convert the shares of
Series B Preferred Stock into Common Stock, a holder shall surrender at the
office of the Company a certificate(s) for the shares of Series B Preferred
Stock, duly endorsed to the Company or in blank, and give written notice to the
Company at said office that such holders elects to convert such shares as
specified in the notice.  Shares of Series B Preferred Stock shall be
deemed to have been converted immediately prior to the close of business on the
date of surrender of such shares for conversion, and the person(s) entitled to
receive shares of Common Stock issuable upon such conversion shall be treated,
for all purposes, as the record holder(s) of such shares of Common Stock at such
time.  In the event of a partial conversion of the Series B Preferred
Stock, the number of shares of Common Stock issuable upon such conversion shall
be determined on a pro rata basis, based on the percentage of the Total Shares
of Series B Preferred Stock so converted.

     

    (c)           Mandatory
Conversion.  In the event the Company shall disclose via a
filing of an Annual Report on Form 10-K with the U.S. Securities and Exchange
Commission that the Company’s audited gross revenue in any two consecutive
fiscal years exceeds Seventy Five Million Dollars ($75,000,000), then, all
shares of Series B Preferred Stock will automatically convert into shares of
Common Stock at the Conversion Rate, subject to Section
2(d).  Notwithstanding anything herein to the contrary, any of the
events in Section 2(c)(i)-(iv) shall also trigger an automatic conversion of all
of the issued and outstanding shares of Series B Preferred Stock, which
automatic conversion will be deemed to have occurred immediately prior to the
occurrence of such event:

     

    (i)           a
merger or consolidation in which the Company is a constituent party; other than
any such merger or consolidation in which the shares of capital stock of the
Company outstanding immediately prior to such merger or consolidation continue
to represent, or are converted into or exchanged for shares of capital stock
that represent, immediately following such merger or consolidation, at least
fifty percent (50%), by voting power, of the capital stock of (1) the surviving
or resulting corporation or (2) if the surviving or resulting corporation
is a wholly owned subsidiary of another company immediately following such
merger or consolidation, the parent company of such surviving or resulting
corporation (provided, that, for the purpose
of this Section 2(c)(i), all shares of Common Stock issuable upon exercise of
options, warrants or similar rights outstanding immediately prior to such merger
or consolidation or upon conversion of the Series B Stock outstanding
immediately prior to such merger or consolidation shall be deemed to be
outstanding immediately prior to such merger  or consolidation and, if
applicable, converted or exchanged in such merger or consolidation on the same
terms as the actual outstanding shares of Common Stock are converted or
exchanged);

     

    (ii)           the
sale, in a single transaction or series of related transactions, of at least
seventy five percent (75%) of the then issued and outstanding equity securities
of the Company by the then existing shareholders of the Company, except where
such sale is to a wholly-owned subsidiary of the Company;

     

    (iii)           the
sale, lease, transfer or other disposition, in a single transaction or series of
related transactions, by the Company of all or substantially all the assets of
the Company or any of its subsidiaries, except where such sale, lease, transfer
or other disposition is to a wholly-owned subsidiary of the Company, and/or
except for security interests which the Company may grant to lender(s) providing
financings for the Company; or

     


    
      
         


      

      
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    (iv)           any
liquidation, dissolution, or winding up of the Company, whether voluntary or
involuntary.

     

    (d)           Additional Provisions Applicable to
All Conversions.  Any conversion of Series B Preferred Stock
into Common Stock pursuant to this Section 2 shall be subject to the following
additional terms and provisions, unless otherwise stated herein.

     

    (i)           The
Company shall not be required to issue any fractions of shares of the Common
Stock upon conversion of the Series B Preferred Stock into Common
Stock.

     

    (ii)           In
the event that the Company shall at any time subdivide or combine into a greater
or lesser number of shares the outstanding shares of Common Stock, the
conversion of the Series B Preferred Stock shall not be
affected.  Accordingly, the Series B Preferred Stock will convert at
the Conversion Rate following any such subdivision or combination.

     

    (iii)           As
promptly as practicable after any conversion, the Company shall issue and
deliver at its offices a certificate(s) for the number of full shares of the
Common Stock issuable upon any such conversion, to the person(s) entitled to
receive the same.  The Company shall issue the certificates(s) for
Common Stock in the name(s) so designated with such legends affixed or
restrictions imposed as required by federal, state or jurisdictional securities
laws as determined by legal counsel for the Company; provided that the Company
is not advised by its counsel that the issuance of such certificate(s) would be
in violation of federal, state or jurisdictional securities law.

     

    (iv)           Except
in the case of a mandatory conversion as provided for herein, the percentage of
the Total Series B Shares that may be converted in any twelve (12) month period
shall not exceed One-Third (1/3) of the Total Series B Shares.

     

    (v)           The
issuance of certificates for shares of Common Stock upon conversion of any
shares of the Series B Preferred Stock shall be made without charge for any tax
in respect of such issuance.  However, if any certificate is to be
issued in a name other than that of the holder of record as the Series B
Preferred Stock so converted, the person or persons requesting, the issuance
thereof shall pay to the Company the amount of any tax which may be payable in
respect of any transfer involved in such issuance, or shall establish o the
satisfaction of the Company that such tax has been paid or is not due and
payable.

     

    3.           Voting
Rights of Series B Preferred Stock.

     

    (a)           General.  Except
as expressly provided for herein or except as otherwise required by law, each
share of Series B Preferred Stock shall vote with the holders of Common Stock as
a single class.  Each share of Series B Preferred Stock shall be
entitled to cast such number of votes on the record date fixed for such meeting,
or on the effective date of such written consent, as shall be equal to one and a
half (1.5) times the number of shares of the Common Stock into which such Series
B Preferred Stock is convertible immediately after the close of business on the
record date fixed for such meeting or the effective date of such written
consent.  

     

    (b)           Matters Affecting Series B
Preferred Stock.  So long as any Series B Preferred Stock shall be
outstanding, the Company shall not, without first obtaining the affirmative vote
or written consent of the holders of not less than a majority of the
then-outstanding shares of Series B Preferred Stock:

     


    
      
         


      

      
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    (i)           amend
or repeal any provision of, or add any provision to, the Articles of
Incorporation or the Company’s By-laws if such action would alter or change the
preferences, rights, privileges or powers of, or the restrictions provided for
the benefit of, the Series B Preferred Stock; or

     

    (ii)           issue
or create any series or class of equity securities with rights on parity with or
superior to the Series B Preferred Stock (or any security convertible into, or
exchangeable or exercisable for shares of any series or class of equity
securities on parity with or superior to the Series B Preferred Stock) or
increase the rights or preferences of any series or class of equity securities
having rights or preferences that are junior to the Series B Preferred Stock so
as to make the rights or preferences of such series or class senior to the
Series B Preferred Stock;

     

    4.           Liquidation Rights. The Series
B Preferred Stock shall not have a liquidation preference but the holders
thereof shall participate in any liquidation of the Company as holders of Common
Stock upon mandatory conversion of the Series B Preferred Stock as provided for
herein.

     

    5.           Dividends
Rights.  The holders of the Series B Preferred Stock shall be
entitled to receive dividends, out of any funds legally available therefor,
when, as and if, declared by the Board, pari passu with the holders of Common
Stock, on an as converted basis.  If the Company at any time or from time
to time after the date the first share of Series B Preferred Stock is issued
(the “Series B Original Issue
Date”) makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Company, in each such event provision shall be made so that
the holders of Series B Preferred Stock shall receive the amount of other
securities of the Company pari passu with the holders of Common Stock, on a
fully converted basis.

     

    6.           No Reissuance of Series B Preferred
Stock.  No share or shares of Series B Preferred Stock acquired
by the Company by reason of purchase or otherwise shall be reissued as Series B
Preferred Stock, and all such shares of Series B Preferred Stock shall be
cancelled, retired and eliminated from the shares of Series B Preferred Stock,
as applicable, which the Company shall be authorized to issue. Any such shares
of Series B Preferred Stock acquired by the Company shall have the status of
authorized and unissued shares of Preferred Stock and may be redesignated and
reissued in any series other than as Series B Preferred Stock.

     

    6.           No Preemptive
Rights.  No holder of the Series B Preferred Stock shall be
entitled to rights to subscribe for, purchase or receive any part of any new or
additional shares of any class, whether now or hereinafter authorized, or of
bonds or debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class of the Company.

    


    7.           Amendment.  The
terms, conditions, rights and preferences contained in this Certificate of
Designation may be amended, modified, waived, amended and restated or replaced
in its entirety upon the approval of the Board with the consent of at lease a
majority of the then-outstanding shares of Series B Preferred Stock voting as a
separate class.

    


    [Signature
Page Follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company has caused this Certificate of Designation of Series B Preferred Stock
to be duly executed by its President on this 26th day of January,
2011.

    


    
      
        
          	 
      	
                  RXBIDS

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Avi Koschitzki

                	 
      
	 
      	 
      	
                  Name:
      Avi Koschitzki

                
	 
      	 
      	
                  Title:  President
      and Chief Executive
Officer

                


        

      

    

     

    
      
         


      

      
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