ex4_8.htm


    
      

    

    Exhibit
4.8

    
      Designation
of Series B Convertible Preferred Stock

    

    
      
        

      



    Legacy
Communications
Corporation           Filing
Number: 153582700

    Amendment
to Articles of Incorporation

    


    F.  Series B Preferred
Stock.  There shall be a series of Preferred Stock designated
as “Series B Convertible Preferred Stock,” and the number of shares constituting
such series shall be 2,000,000.  Such series is referred to herein as
the “Preferred Stock.”

    


    1.  Stated
Capital.  The amount to be represented in stated capital at all
times for each share of Preferred Stock shall be $.001.

    


    2.  Rank.  All
shares of Preferred Stock shall rank superior and prior to all of the
Corporation’s Common Stock, par value $.001 per share (the “Common Stock”), now
or hereafter issued, as to distributions of assets upon liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary.

    


    3.  Dividends.  If
any dividend or other distribution payable in cash, securities or other
property, including a dividend payable in shares of Common Stock, is declared on
the Common Stock, each holder of shares of Preferred Stock on the record date
for such dividend or distribution shall be entitled to receive on the date of
payment or distribution of such dividend or other distribution the same cash,
securities or other property which such holder would have received on such
record date if such holder was the holder of record of the number (including any
fraction) of shares of Common Stock into which the shares of Preferred Stock
then held by such holder are then convertible.  No dividend or other
distribution shall be declared or paid on the Common Stock unless an equivalent
dividend or other distribution that satisfies this Paragraph 3 is declared or
paid on the Preferred Stock.

    


    4.  Liquidation
Preference.  In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of any series of preferred stock, having a priority on liquidation
superior to that of the Preferred Stock, the holders of shares of Preferred
Stock shall be entitled to participate preferentially to the Common Stock in all
of the remaining assets of the Corporation available for distribution to its
stockholders, prior to the holders of Common Stock in proportion to the number
of shares of Preferred Stock held by them.  A liquidation,
dissolution, or winding-up of the Corporation, as such terms are used in this
Paragraph 4 of Article V(F), shall not be deemed to be occasioned by or to
include any merger of the Corporation with or into one or more corporations or
other entities, any acquisition or exchange of the outstanding shares of one or
more classes or series of the Corporation, or any sale, lease, exchange, or
other disposition of all or a part of the assets of the
Corporation.

    


    5.  Voting
Rights.  Except as otherwise required by law, the shares of
outstanding Preferred Stock shall have the number of votes equal to the number
of votes of all outstanding shares of capital stock plus one additional vote
such that the holders of a majority of the outstanding shares of Preferred Stock
shall always constitute a majority of the voting rights of the
Corporation.  Except as otherwise required by law or by these Articles
of Incorporation, the holders of shares of Common Stock and Preferred Stock
shall vote together and not as separate classes and the holders of a majority of
the shares of Preferred Stock shall have the right to cast the number of votes
to which all shares of Preferred Stock are entitled.

    


    6.  No
Redemption.  The shares of Preferred Stock are not
redeemable.

    


    7.  Conversion
Provisions.

    


    (a) Conversion at Option of
Holders.  Each share of Preferred Stock shall be convertible,
at the option of the holder thereof, on or after the 61st day
after the delivery of a notice to the Corporation for conversion of such share
as herein provided, into fully paid and nonassessable shares of Common Stock and
such other securities and property as hereinafter provided, initially at the
rate of 10 shares of Common Stock for each full share of Preferred
Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    For the
purpose of this Certificate of Designation, the term “Common Stock” shall
initially mean the class designated as Common Stock, par value $.001 per share,
of the Corporation as of June 30, 2008, subject to adjustment as hereinafter
provided.

    


    (b) Mechanics of
Conversion.

    


    (i) Notice of Conversion.
Any holder of shares of Preferred Stock desiring to convert such shares into
Common Stock shall cause to be filed with the transfer agent for the Preferred
Stock and the Corporation at the principal office of the Corporation, at least
61 days prior to the applicable conversion date, a notice stating the date on
which the conversion is expected to become effective (but no failure to give
such notice or any defect therein or in the delivery thereof shall affect the
validity of the holder’s action required to be specified in such
notice).

    


    (ii)
Surrender of
Certificate. Any holder of shares of Preferred Stock desiring to convert
such shares into Common Stock shall surrender the certificate or certificates
for such shares of Preferred Stock at the office of the transfer agent for the
Preferred Stock, which certificate or certificates, if the Corporation shall so
require, shall be duly endorsed to the Corporation or in blank, or accompanied
by proper instruments of transfer to the Corporation or in blank, accompanied by
irrevocable written notice to the Corporation that the holder elects so to
convert such shares of Preferred Stock and specifying the name or names (with
address) in which a certificate or certificates for Common Stock are to be
issued.

    


    The
Corporation will, as soon as practicable after such deposit of certificates for
Preferred Stock accompanied by the written notice and, compliance with any other
conditions herein contained, deliver at the office of the transfer agent to the
person for whose account such shares of Preferred Stock were so surrendered, or
to his nominee or nominees, certificates for the number of full shares of Common
Stock to which he shall be entitled as aforesaid, together with a cash
adjustment of any fraction of a share as hereinafter
provided.  Subject to the following provisions of this paragraph, such
conversion shall be deemed to have been made as of the date of such surrender of
the shares of Preferred Stock to be converted, and the person or person entitled
to receive the Common Stock deliverable upon conversion of such Preferred Stock
shall be treated for all purposes as the record holder or holders of such Common
Stock on such date; provided, however, that the Corporation shall not be
required to convert any shares of Preferred Stock while the stock transfer books
of the Corporation are closed for any purpose, but the surrender of Preferred
Stock for conversion during any period while such books are so closed shall
become effective for conversion immediately upon the reopening of such books as
if the surrender had been made on the date of such reopening, and the conversion
shall be at the conversion rate in effect on such date.

    


    (c) Changes in Conversion
Rate.  The Corporation from time to time may increase the
conversion rate by any amount for any period of time if the period is at least
20 days and if the increase is irrevocable during the period whenever the
conversion rate is so increased, the Corporation shall mail to holders of record
of the Preferred Stock a notice of the increase at least 15 days before the date
the increased conversion rate takes effect, and such notice shall state the
increased conversion rate and the period it will be in effect.

    


    The
Corporation may make such increases in the conversion rate, in addition to those
required or allowed by this Paragraph 7, as shall be determined by it, as
evidenced by a resolution of the Board of Directors, to be advisable in order to
avoid or diminish any income tax to holders of Common Stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for income tax
purposes.

    


    8.  Protective
Provisions.

    


    (a) Reservation of Shares;
Transfer Taxes; Etc.  The Corporation shall at all times serve
and keep available, out of its authorized and unissued stock, solely for the
purpose of effecting the conversion of the Preferred Stock, such number of
shares of its Common Stock free of preemptive rights as shall from time to time
be sufficient to effect the conversion of all shares of Preferred Stock from
time to time outstanding.  The Corporation shall from time to time, in
accordance with the laws of the State of Texas, increase the authorized number
of shares of Common Stock if at any time the number of shares of Common Stock
not outstanding shall not be sufficient to permit the conversion of all the then
outstanding shares of Preferred Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If any
shares of Common Stock required to be reserved for purposes of conversion of the
Preferred Stock hereunder require registration with or approval of any
governmental authority under any Federal or State law before such shares may be
issued upon conversion, the Corporation will in good faith and as expeditiously
as possible endeavor to cause such shares to be duly registered or approved, as
the case may be.  If the Common Stock is listed on the New York Stock
Exchange or any other national securities exchange, the Corporation will, if
permitted by the rules of such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of Common Stock issuable upon
conversion of the Preferred Stock.

    


    The
Corporation will pay any and all issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of the
Preferred Stock.  The Corporation shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of Common Stock (or other securities or assets) in a name
other than that which the shares of Preferred Stock so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the amount of such tax
or has established, to the satisfaction of the Corporation, that such tax has
been paid.

    


    Prior Notice of Certain
Events.  In case:

    


    (i) The
Corporation shall (1) declare any dividend (or any other distribution) on its
Common Stock, other than (A) a dividend payable in shares of Common Stock or (B)
a dividend payable in cash out of its retained earnings other than any special
or non-recurring or other extraordinary dividend or (2) declare or authorize a
redemption or repurchase of in excess of 10% of the than-outstanding shares of
Common Stock; or

    


    (ii)  the
Corporation shall authorize the granting to the holders of Common Stock of
rights or warrants to subscribe for or purchase any shares of stock of any class
or of any other rights or warrants (other than any rights specified in paragraph
(c)(i)(1)(B) of this Paragraph 8); or

    


    (iii)  of
any reclassification of Common Stock (other than a subdivision or combination of
the outstanding Common Stock, or a change in par value, or from par value to no
par value, or from no par value to par value), or of any consolidation or merger
to which the Corporation is a party and for which approval of any stockholders
of the Corporation shall be required, or of the sale or transfer of all or
substantially all of the assets of the Corporation or of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
other property; or

    


    (iv)  of
the voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;

    


    then the
Corporation shall cause to be filed with the transfer agent for the Preferred
Stock, and shall cause to be mailed to the holders of record of the Preferred
Stock, at their last address as they shall appear upon the stock transfer books
of the Corporation, at least 15 days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption or granting of
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
redemption, rights or warrants are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up (but no failure
to mail such notice or any defect therein or in the mailing thereof shall affect
the validity of the corporate action required to be specified in such
notice).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)  Class Voting
Rights.  So long as the Preferred Stock is outstanding, the
Corporation shall not, without the affirmative vote or consent of the holders of
at least a majority of all outstanding Preferred Stock voting separately as a
class, (i) Amend, alter or repeal (by merger or otherwise) any provision of the
Articles of Incorporation or the By-Laws of the Corporation, as amended, so as
adversely to affect the relative rights, preferences, qualifications,
limitations or restrictions of the Preferred Stock, (ii) authorize or issue, or
increase the authorized amount of, any additional class or series of stock, or
any security convertible into stock of such class or series, ranking prior to
the Preferred Stock in respect of the payment of dividends or upon liquidation,
dissolution or winding up of the Corporation or (iii) effect any
reclassification of the Preferred Stock.  A class vote on the part of
the Preferred Stock shall, without limitation, specifically not be deemed to be
required (except as otherwise required by law or resolution of the Corporation’s
Board of Directors) in connection with: (a) the authorization, issuance or
increase in the authorized amount of any shares of any other class or series of
stock which ranks junior to, or on a parity with, the Preferred Stock in respect
of the payment of dividends and distributions upon liquidation, dissolution or
winding up of the Corporation; or (b) the authorization, issuance or increase in
the amount of any bonds, mortgages, debentures or other obligations of the
Corporation.

    


    The
affirmative vote or consent of the holders of a majority of the outstanding
Preferred Stock, voting or consenting separately as a class, shall be required
to (a) authorize any sale, lease or conveyance of all or substantially all of
the assets of the Corporation, or (b) approve any merger, consolidation or
compulsory share exchange of the Corporation with or into any other person
unless (i) the terms of such merger, consolidation or compulsory share exchange
do not provide for a change in the terms of the Preferred Stock and (ii) the
Preferred Stock is, after such merger, consolidation or compulsory share
exchange on a parity with or prior to any other class or series of capital stock
authorized by the surviving corporation as to dividends and upon liquidation,
dissolution or winding up other than any class or series of stock of the
Corporation prior to the Preferred Stock as may have been created with the
affirmative vote or consent of the holders of at least 66-2/3% of the Preferred
Stock (or other than a class or series into which such prior stock is converted
as a result of such merger, consolidation or share exchange).

    


    9.  Outstanding
Shares.  For purposes of these Articles of Incorporation, all
shares of Preferred Stock shall be deemed outstanding except from the date of
registration of transfer, all shares of Preferred Stock held of record by the
Corporation or any subsidiary of the Corporation.

    


    10.  Preemptive
Rights.  The Preferred Stock is not entitled to any preemptive
or subscription rights in respect of any securities of the
Corporation.

    


    11.  Severability of
Provisions.  Whenever possible, each provision hereof shall be
interpreted in a manner as to be effective and valid under applicable law, but
if any provision hereof is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof.  If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.