**Exhibit 3.4**

 

CERTIFICATE OF STOCK DESIGNATION

 

OF

 

OCEAN RESOURCES, INC.

 

It is hereby certified that:

 

1.                                       Thename of the corporation (the “Corporation”) is Ocean Resources, Inc.

 

2.                                       TheAmended and Restated Certificate of Incorporation of the Corporation authorizesthe issuance of 20,000,000 shares of preferred stock (“Preferred Stock”)  of the Corporation having a par value of$.001 per share, and expressly vests in the Board of Directors of theCorporation the authority to fix by resolution or resolutions the designation,number, preferences and relative, participating, optional and other specialrights and the qualifications, limitations, restrictions and otherdistinguishing characteristics of each series of Preferred Stock to be issued.

 

3.                                       TheBoard of Directors of the Corporation, pursuant to the authority expresslyvested in it as aforesaid, has adopted the following resolutions creating aSeries C issue of the Preferred Stock of the Corporation.

 

RESOLVED,that there shall be authorized a series of Preferred Stock of the Corporation,to be designated as “Series C” Preferred Stock, which will have relativerights, preferences and limitations as follows:

 

a.                                       *Designationand Amount*.  The designationof this series of Preferred Stock (“Series C Preferred Stock”) shall be“Series C Redeemable Preferred Stock”, and the total number of authorizedshares of such series shall be 5,000,000 shares.  Subject to the provisions of the Certificate of Incorporation,such number of shares may be increased or decreased from time to time byresolution of the Board of Directors; *provided, however,* that no decrease shallreduce the number of shares of Series C Preferred Stock to a number less thanthe number of shares of such series then issued and outstanding, plus the numberof shares of such series reserved for issuance upon the exercise of outstandingoptions, warrants or rights or the conversion or exchange of outstandingindebtedness or other securities issued by the Corporation.

 

b.                                      *Ranking*.  The Series C Preferred Stock shall rank (i)junior to Senior Securities, (ii) on a parity with Parity Securities and (ii)senior to any other security of the Corporation, including Common Stock (all ofsuch securities of the Corporation to which the Series C Preferred Stock shallrank senior, including the Common Stock, being hereinafter referred to as the “JuniorSecurities”) with respect to the payment of dividends and otherdistributions, whether prior to or in connection with a Liquidation of theCorporation.

 

c.                                       *Dividends*.  The Corporation is not required to pay anydividends on the Series C Preferred Stock.

 

d.                                      *Liquidation*.

 

(1)                                  Inthe event of a Liquidation of the Corporation, each holder of a share of SeriesC Preferred Stock shall be entitled to receive, before any distribution shallbe made to the holders of Junior Securities, an amount per share equal to theLiquidation Amount; *provided, however,* that the holders of theoutstanding shares of Series C Preferred Stock shall not be entitled to receivesuch liquidation payment until the liquidation payments on all outstandingSenior Securities, if any, shall have been paid in full and the right toreceive any such payment shall be subject to the rights of any ParitySecurities to share in such payments on a pro rata basis with the Series CPreferred Stock.

 

(2)                                  Inthe event that upon the Liquidation of the Corporation there are not sufficientassets available to permit payment in full of the liquidation payments owing toall holders of outstanding shares of Series C Preferred Stock and anyoutstanding Parity Securities, then the holders of all such shares shall shareratably in such distribution of assets based on the amount that they wouldreceive if the amounts to which the holders of outstanding shares of Series CPreferred Stock and the holders of outstanding shares of such Parity Securitiesare entitled were paid in full.

 

e.                                       *Redemptionat Option of the Corporation*.

 

(1)                                  Providedthat the Corporation shall have repaid in full the principal amount of andinterest accrued on Senior Securities and all other amounts, if any, that areowing to the holders thereof under the express terms of the Senior Securities,at any time following a Redemption Date the outstanding shares of Series CPreferred Stock shall be redeemable, in

 

----

 

whole or in part, at the optionof the Corporation at a redemption price (the “Redemption Price”) pershare of $3.00.  The source of fundsavailable for such redemption shall be Distributable Cash.

 

(2)                                  Aspromptly as practicable after a Redemption Date, the Corporation, by action ofthe Board of Directors, shall give notice by first class mail, postage prepaid,to the holders of record of all outstanding shares of Series C Preferred Stock,addressed to such holders at the address shown on the books of the Corporationor any transfer agent for the Series C Preferred Stock.  Each such notice shall state (i) theRedemption Date, (ii) the total number of shares of Series C Preferred Stock tobe redeemed and, if fewer than all the shares held by such holder are to beredeemed, the number of such shares to be redeemed from such holder, (iii) theRedemption Price, and (iv) the place or places where certificates for shares ofSeries C Preferred Stock may be surrendered for payment of the RedemptionPrice.

 

(3)                                  Fromand after a Redemption Date, if funds necessary for redemption of the totalnumber of shares of Series C Preferred Stock to be redeemed shall have beenirrevocably deposited or set aside for the benefit of the holders of suchshares, then such shares of Series C Preferred Stock will no longer be deemedoutstanding and all rights in respect of such shares shall cease, except theright to receive the Redemption Price. If fewer than all of the outstanding shares of Series C Preferred Stockare to be redeemed, then Corporation shall redeem a portion of the shares ofeach holder determined pro rata based on the number of shares held by eachholder.

 

f.                                         *Repurchase*.

 

(1)                                  Fromand after a Repurchase Date, each holder of Series C Preferred Stock shall havethe right, at the option of such holder, to require the Corporation torepurchase a pro rata portion of the shares of Series C Preferred Stock held bysuch holder at a repurchase price (the “Repurchase Price”) per share of$3.00.  The source of funds availablefor such repurchase shall be Distributable Cash.

 

(2)                                  Aspromptly as practicable after a Repurchase Date, the Corporation shall make anunconditional offer to each holder of Series C Preferred Stock to purchase, inpart, the outstanding shares of Series C Preferred Stock held by such holder atthe Repurchase Price.  Such offer shallbe made pursuant to a notice given by first class mail, postage prepaid, to theholders of record of the Series C Preferred Stock, addressed to such holders atthe address shown on the books of the Corporation or any transfer agent for theSeries C Preferred Stock.  Each suchnotice shall state (i) the Repurchase Date, (ii) the total number of shares ofSeries C Preferred Stock which may be repurchased and, if fewer than all theshares held by such holder may be repurchased, the number of such shares whichmay be repurchased from such holder, and (iii) the address to which the holdersof Series C Preferred Stock may elect to deliver their written acceptance ofthe repurchase offer, together with certificates for shares of Series CPreferred Stock tendered for repurchase.

 

(3)                                  Inorder to accept a repurchase offer made by the Corporation, a holder of SeriesC Preferred Stock shall deliver to the Corporation at any time from and after aRepurchase Date a written acceptance of the repurchase offer, together withcertificates for shares of Series C Preferred Stock tendered forrepurchase.  The Corporation shallpromptly accept for payment a portion of the shares of each holder who tenderedits shares, determined pro rata based on the number of shares held by eachholder, and shall pay the Repurchase Price to such holder by wire transfer ofimmediately available funds to such account as shall be specified by suchholder in its written acceptance.  Ifthe Corporation repurchases fewer than all shares tendered for repurchase, theCorporation shall promptly deliver to each holder tendering shares acertificate evidencing the full number of shares not repurchased.

 

g.                                      *VotingRights*.

 

(1)                                  Exceptas set forth in paragraph g.(2) below, the holders of Series C Preferred Stockshall not be entitled to vote on any matter submitted to a vote of thestockholders of the Corporation. 

(2)                                  Theaffirmative consent of the holders of a majority of the outstanding shares ofSeries C Preferred Stock, voting as a single class, given in person or byproxy, either in writing without a meeting or by vote at any meeting called forthe purpose, shall be necessary in order to authorize, effectuate or validateany of the following:

 

(a)                                  the amendment,alteration or repeal of any of the provisions of the Certificate ofIncorporation or the Bylaws of the Corporation that adversely affects thepreferences or relative, participating, optional or other special rights of theholders of shares of Series C Preferred Stock; or

 

(b)                                 a Merger Transaction.

 

h.                                      *CertainDefinitions*.  As used inthese resolutions, the terms set forth below have the following meanings:

 

“Board of Directors” means the Board of Directors of theCorporation.

 

----

 

“Certificate of Incorporation” means the Amended and RestatedCertificate of Incorporation of the Corporation, as amended from time to time.

 

“Distributable Cash” means, for a given calendar quarter,one-half of net income from salvage operations.

 

“Liquidation” means any liquidation, dissolution or winding upof the affairs of the Corporation, whether voluntary or involuntary; *provided,however,* that for purposes of this definition (i) a MergerTransaction or (ii) a sale, transfer or other conveyance of all orsubstantially all of the properties and assets of the Corporation shall bedeemed a liquidation of the Corporation.

 

“Liquidation Amount” means $3.00 per share of Series C PreferredStock.

 

“Merger Transaction” means a merger or consolidation of theCorporation into or with a corporation or other entity (i) in which theCorporation is not the sole surviving corporation, (ii) in which shares ofSeries C Preferred Stock are to be converted in whole or in part into anysecurities or other property, or (iii) which would result in the effectuationof, or would permit the Corporation to effectuate after the consummation ofsuch merger or consolidation (without the consent of the holders of a majorityof the outstanding shares of Series C Preferred Stock), any of the actionsdescribed in paragraph g.(2) above.

 

“Parity Securities” means the Series A Preferred Stock, Series BPreferred Stock, and any other class or series of security issued by theCorporation ranking on a parity with the Series C Preferred Stock with respectto distributions upon a Liquidation of the Corporation.

 

“Redemption Date” means November 1, February 1, May 1 and August1 of each year, at which time the Corporation determines that it has net incomefrom salvage operations (as of the end of the immediately preceding calendarquarter).

 

“Repurchase Date” means November 1, February 1, May 1 and August1 of each year, at which time the Corporation determines that it has net incomefrom salvage operations (as of the end of the immediately preceding calendarquarter).

 

“Senior Securities” means any class or series of security issuedby the Corporation ranking senior to the Series C Preferred Stock with respectto distributions upon a Liquidation of the Corporation.

 

RESOLVED:That the statements contained in the foregoing resolution creating anddesignating the “Series C” issue of the Preferred Stock of the Corporation andfixing the number, powers, preferences and relative, optional, participatingand other special rights and the qualifications, limitations, restrictions andother distinguishing characteristics thereof shall be deemed to be included inand be a part of the Amended and Restated Certificate of Incorporation of theCorporation pursuant to the provisions of Sections 104 and 151 of the DelawareGeneral Corporation Law.

 

RESOLVED FURTHER:  That theofficers of the Corporation are hereby authorized to file the Certificate ofStock Designation with the Secretary of State of Delaware.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate ofStock Designation as of March      , 2004.

 

 
|   | **OCEAN RESOURCES,  INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   | Name:                      | Dennis McLaughlin, III |
|   | Title:                     | Chief Executive Officer |

 

----