exhibit411232009.htm


    CERTIFICATE
OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES

    OF
THE

    10% CUMULATIVE PERPETUAL SERIES B
PREFERRED STOCK

    OF

    BOND
LABORATORIES, INC.

    


    The
undersigned, the Chief Executive Officer of Bond Laboratories, Inc., a Nevada
corporation (the “Corporation”), does hereby certify that, pursuant to the
authority conferred upon the Board of Directors by the Certificate of
Incorporation of the Corporation, the following resolution creating a series of
10% Cumulative Perpetual Series B Preferred Stock, was duly adopted on December
31, 2008:

    


    RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Corporation by provisions of the Certificate of Incorporation
of the Corporation (the “Certificate of Incorporation”), there hereby is created
out of the shares of Preferred Stock, par value $.01 per share, of the
Corporation authorized in Article III of the Certificate of Incorporation (the
“Preferred Stock”), a series of Preferred Stock of the Corporation, to be named
“10% Cumulative Perpetual Series B Preferred Stock,,” consisting of One Thousand
(1,000) shares, which series shall have the following designations, powers,
preferences and relative and other special rights and the following
qualifications, limitations and restrictions:

    


    1. ­Designation and
Rank.  The designation of such series of the Preferred Stock
shall be the 10% Cumulative Perpetual Series B Preferred Stock, par value $.01
per share (the “Series B Preferred Stock”).  The maximum number of
shares of Series B Preferred Stock shall be One Thousand (1,000)
shares.  The Series B Preferred Stock shall rank senior to the common
stock, par value $.01 per share (the “Common Stock”), and the Series A
Convertible Preferred Stock, (the “Series A Preferred Stock”), for purposes of
liquidation preference, and to all other classes and series of equity securities
of the Corporation that by their terms do not rank senior to the Series B
Preferred Stock (together with the Series A Preferred Stock, hereinafter
referred to as “Junior Stock”).  The Corporation shall not create any
series of securities that by their terms rank senior or pari passu to the Series
B Preferred Stock, without the affirmative vote or consent of the holders of at
least three-fourths (3/4) of the shares of the issued and outstanding Series B
Preferred Stock.

    


    2. ­Dividends.

    


                               (a)            Rate. Holders of
Series B Preferred Stock shall be entitled to receive, on each share of Series B
Preferred Stock, out of funds legally available for the payment of dividends
under Nevada law, cumulative cash dividends with respect to each Dividend Period
(as defined below) at a per annum rate of 10% on (i) the amount of $10,000
per share of Series B Preferred Stock and (ii) the amount of accrued and
unpaid dividends on such share of Series B Preferred Stock, if any (giving
effect to (A) any dividends paid through the Dividend Payment Date (as
defined below) that begins such Dividend Period (other than the initial Dividend
Period) and (B) any dividends (including dividends thereon at a per annum
rate of 10% to the date of payment) paid during such Dividend Period). Such
dividends shall begin to accrue and be cumulative from the date such share of
Series B Preferred Stock is issued (“Original Issue Date”), shall compound on
each Dividend Payment Date (i.e., no dividends shall accrue on other dividends
unless and until the first Dividend Payment Date for such other dividends has
passed without such other dividends having been paid on such date) and shall
accrue and be payable in arrears (as provided below in this Section 2(a)),
but only when, as and if declared by the Board of Directors on or before the
tenth business day after the end of each March 31, June 30,
September 31, and December 31, quarterly period (each, a “Dividend Payment
Date”), commencing on the date of each issuance of Series B Preferred Stock;
provided that if any
such Dividend Payment Date would otherwise occur on a day that is not a Business
Day, such Dividend Payment Date shall instead be (and any dividend payable on
Series B Preferred Stock  on such Dividend Payment Date shall instead
be payable on) the immediately succeeding business day. Dividends payable on the
Series B Preferred Stock in respect of any Dividend Period shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. The amount of
dividends payable on the Series B Preferred Stock on any date prior to the end
of a Dividend Period, and for the initial Dividend Period, shall be computed on
the basis of a 360-day year consisting of twelve 30-day months, and actual days
elapsed over a 30-day month.

    


    
      
         

      

      
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      Dividends that are
payable on Series B Preferred Stock on any Dividend Payment Date will be payable
to holders of record of Series B Preferred Stock as they appear on the stock
register of the Corporation on the applicable record date, which shall be the
15th calendar day before such Dividend Payment Date (as originally scheduled) or
such other record date fixed by the Board of Directors that is not more than 60
nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). Any such day that is a Dividend Record Date shall be a
Dividend Record Date whether or not such day is a Business Day.

    


         Each
dividend period (a “Dividend Period”) shall commence on and include a Dividend
Payment Date (other than the initial Dividend Period, which shall commence on
and include the Original Issue Date of the Series B Preferred Stock) and shall
end on and include the calendar day next preceding the next Dividend Payment
Date. Dividends payable in respect of a Dividend Period shall be payable in
arrears on the first Dividend Payment Date after such Dividend
Period.

    


         Holders
of Series B Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on the Series B Preferred Stock as specified in this
Section 2 (subject to the other provisions of this Certificate of
Designations), out of funds legally available for the payment of dividends under
Nevada law.  In the event funds are not legally available for the
payment of dividends under Nevada law shall continue to accrue until such time
as such funds are available.

    


                               (b)            Priority of
Dividends. So long as any share of Series B Preferred Stock remains
outstanding, no dividend shall be declared or paid on the Common Stock or any
other shares of Junior Stock (other than a dividend payable solely in Junior
Stock), and no Common Stock or Junior Stock shall be purchased, redeemed or
otherwise acquired for consideration by the Corporation, directly or indirectly
(other than as a result of a reclassification of Junior Stock for or into other
Junior Stock, or the exchange or conversion of one share of Junior Stock for or
into another share of Junior Stock during a Dividend Period, unless all accrued
and unpaid dividends for all past Dividend Periods, including the latest
completed Dividend Period (including, if applicable as provided in Section 2(a)
above, dividends on such amount), on all outstanding shares of Series B
Preferred Stock have been declared and paid in full (or declared and a sum
sufficient for the payment thereof has been set aside for the benefit of the
holders of shares of Series B Preferred Stock on the applicable record
date).

     

    
      
         

      

      
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      When dividends are not
paid (or declared and a sum sufficient for payment thereof set aside for the
benefit of the holders thereof on the applicable record date) on any Dividend
Payment Date in full upon the Series B Preferred Stock, all dividends declared
on the Series B Preferred Stock shall be declared pro rata so that the
respective amounts of such dividends declared shall bear the same ratio to each
other as all accrued and unpaid dividends per share on the Series B Preferred
Stock (including, if applicable as provided in Section 2(a) above, dividends on
such amount) bear to each other.

    


    3. ­Voting
Rights.

    


    (a) ­Class Voting
Rights.  The Series B Preferred Stock shall have the following
class voting rights.  So long as any shares of the Series B Preferred
Stock remain outstanding, the Corporation shall not, without the affirmative
vote or consent of the holders of at least three-fourths (3/4) of the shares of
the Series B Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting, in which the holders of the Series B
Preferred Stock vote separately as a class: (i) amend, alter or repeal the
provisions of the Series B Preferred Stock so as to adversely affect any right,
preference, privilege or voting power of the Series B Preferred Stock; (ii)
effect any distribution with respect to Junior Stock; or (iii) authorize or
create, or increase the authorized amount of, any shares of any class or series
of capital stock of the Corporation ranking senior or pari passu to the Series B
Preferred Stock with respect to either or both the payment of dividends and/or
the distribution of assets on any liquidation, dissolution or winding up of the
Corporation.

    


    (b) ­General Voting
Rights.  Except with respect to transactions upon which the
Series B Preferred Stock shall be entitled to vote separately as a class
pursuant to Section 3(a) above, the Series B Preferred Stock shall have no
voting rights.

    


    4. ­Liquidation
Preference.

    


    (a) In the
event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Series B Preferred
Stock shall be entitled to receive for each share of Series B Preferred Stock,
out of the assets of the Corporation or proceeds thereof (whether capital or
surplus) available for distribution to stockholders of the Corporation, and
after satisfaction of all liabilities and obligations to creditors of the
Corporation, before any distribution of such assets or proceeds is made to or
set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to the Series B Preferred Stock as to such distribution, payment
in full in an amount equal to the sum of (i) $10,000 per share and (ii) the
accrued and unpaid dividends thereon (including, if applicable as provided in
Section 3(a) above, dividends on such amount), whether or not declared, to the
date of payment.

    


    (b) If in any
distribution described in Section 4(a) above the assets of the Corporation or
proceeds thereof are not sufficient to pay the Liquidation Preferences (as
defined below) in full to all holders of Series B Preferred Stock and all
holders of any stock of the Corporation ranking equally with the Series B
Preferred Stock as to such distribution, the amounts paid to the holders of
Series B Preferred Stock and to the holders of all such other stock shall be
paid pro rata in
accordance with the respective aggregate Liquidation Preferences of the holders
of Series B Preferred Stock and the holders of all such other stock. In any such
distribution, the “Liquidation Preference” of any holder of stock of the
Corporation shall mean the amount otherwise payable to such holder in such
distribution (assuming no limitation on the assets of the Corporation available
for such distribution), including an amount equal to any declared but unpaid
dividends (and, in the case of any holder of stock, including the Series B
Preferred Stock, on which dividends accrue on a cumulative basis, an amount
equal to any accrued and unpaid dividends (including, if applicable, dividends
on such amount), whether or not declared, as applicable), provided that the Liquidation
Preference for any share of Series B Preferred Stock shall be determined in
accordance with Section 4(a) above.

    


    
      
         

      

      
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    (c) If the
Liquidation Preference has been paid in full to all holders of Series B
Preferred Stock, the holders of other stock of the Corporation shall be entitled
to receive all remaining assets of the Corporation (or proceeds thereof)
according to their respective rights and preferences.

    


    (d) For
purposes of this Section 4, the merger or consolidation of the Corporation
with any other corporation or other entity, including a merger or consolidation
in which the holders of Series B Preferred Stock receive cash, securities or
other property for their shares, or the sale, lease or exchange (for cash,
securities or other property) of all or substantially all of the assets of the
Corporation, shall not constitute a liquidation, dissolution or winding up of
the Corporation.

    


    5. ­Conversion.  The
holder of Series B Preferred Stock shall have no right to exchange or convert
such shares into any other securities without the written approval or consent of
the Corporation, and the affirmative vote or consent of the holders of at least
three-fourths (3/4) of the shares of the issued and outstanding Series B
Preferred Stock.

    


    6. ­Redemption
Rights.

    


    (a) Optional
Redemption. The Corporation, at its option, may redeem, in whole at any time or
in part from time to time, the shares of Series B Preferred Stock at the time
outstanding, upon notice given as provided in Section 6(c) below, at a
redemption price equal to the sum of (i) $10,000 per share and (ii) the
accrued and unpaid dividends thereon (including, if applicable as provided in
Section 3(a) above, dividends on such amount), whether or not declared, to the
redemption date, provided
that the minimum number of shares of Series B Preferred Stock redeemable
at any time is the lesser of (i) 250 shares of Series B Preferred Stock and
(ii) the number of shares of Series B Preferred Stock outstanding. The
redemption price for any shares of Series B Preferred Stock shall be payable on
the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any
declared but unpaid dividends payable on a redemption date that occurs
subsequent to the Dividend Record Date for a Dividend Period shall not be paid
to the holder entitled to receive the redemption price on the redemption date,
but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in
Section 3 above.

     

    (b) No
Sinking Fund. The Series B Preferred Stock will not be subject to any mandatory
redemption, sinking fund or other similar provisions. Holders of Series B
Preferred Stock will have no right to require redemption of any shares of Series
B Preferred Stock; provided,
however, in the event of the sale of all or substantially all the assets
of the Corporation, or a default on any financial obligation of the Corporation
in excess of $250,000 in the aggregate, the Corporation shall be obligated to
redeem the Series B Preferred Stock within thirty (30) days following the date
of such sale or default, as the case may be; provided, further, the
Corporation’s obligation to redeem the Series B Preferred Stock as set forth in
this Section 6(b) may be waived by the affirmative vote or consent of the
holders of at least three-fourths (3/4) of the shares of the issued and
outstanding Series B Preferred Stock.

    


    
      
         

      

      
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    (c) Notice of
Redemption. Notice of every redemption of shares of Series B Preferred Stock
shall be given by first class mail, postage prepaid, addressed to the holders of
record of the shares to be redeemed at their respective last addresses appearing
on the books of the Corporation. Such mailing shall be at least 30 days and
not more than 60 days before the date fixed for redemption. Any notice
mailed as provided in this Subsection 6(c) shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice, but
failure duly to give such notice by mail, or any defect in such notice or in the
mailing thereof, to any holder of shares of Series B Preferred Stock designated
for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series B Preferred Stock. Each notice of
redemption given to a holder shall state: (1) the redemption date;
(2) the number of shares of Series B Preferred Stock to be redeemed and, if
less than all the shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (3) the redemption price; and
(4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.

    


    (d) Partial
Redemption. In case of any redemption of part of the shares of Series B
Preferred Stock at the time outstanding, the shares to be redeemed shall be
selected either pro rata
or in such other manner as the Corporation may determine to be fair and
equitable. Subject to the provisions hereof, the Corporation shall have full
power and authority to prescribe the terms and conditions upon which shares of
Series B Preferred Stock shall be redeemed from time to time. If fewer than all
the shares represented by any certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares without charge to the holder
thereof.

    


    (e) Effectiveness
of Redemption. If notice of redemption has been duly given and if on or before
the redemption date specified in the notice all funds necessary for the
redemption have been paid by the Corporation, then, notwithstanding that any
certificate for any share so called for redemption has not been surrendered for
cancellation, on and after the redemption date, dividends shall cease to accrue
on all shares so called for redemption, all shares so called for redemption
shall no longer be deemed outstanding and all rights with respect to such shares
shall forthwith on such redemption date cease and terminate, except only the
right of the holders thereof to receive the amount payable on such redemption
without interest.

    


    7. ­Vote to Change the Terms of
or Issue Preferred Stock or Incur Indebtedness.  The
affirmative vote at a meeting duly called for such purpose, or the written
consent without a meeting, of the holders of not less than three-fourths (3/4)
of the issued and outstanding shares of Series B Preferred Stock, shall be
required for (i) any change to this Certificate of Designation or the
Corporation’s Certificate of Incorporation which would amend, alter, change or
repeal any of the powers, designations, preferences and rights of the Series B
Preferred Stock; or (ii) the incurrence by the Corporation of any indebtedness;
provided, however, the
Corporation may incur indebtedness up to $750,000, under an unsecured revolving
working capital line of credit, or under a credit facility secured by equipment
or assets purchased using the proceeds from such credit facility.

    


    
      
         

      

      
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    8. ­Lost or Stolen
Certificates.  Upon receipt by the Corporation of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
any Preferred Stock Certificates representing the shares of Series B Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Corporation and, in the case of mutilation,
upon surrender and cancellation of the Preferred Stock Certificate(s), the
Corporation shall execute and deliver new preferred stock certificate(s) of like
tenor and date.

    


    9. ­Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief.  The
remedies provided in this Certificate of Designation shall be cumulative and in
addition to all other remedies available under this Certificate of Designation,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a holder’s right to pursue actual damages for any failure by the
Corporation to comply with the terms of this Certificate of
Designation.  The Corporation acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holders of the Series B
Preferred Stock and that the remedy at law for any such breach may be
inadequate.  The Corporation therefore agrees that, in the event of
any such breach or threatened breach, the holders of the Series B Preferred
Stock shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

    


    10. ­Specific Shall Not Limit
General; Construction.  No specific provision contained in this
Certificate of Designation shall limit or modify any more general provision
contained herein.

    


    11. ­Failure or Indulgence Not
Waiver.  No failure or delay on the part of a holder of Series
B Preferred Stock in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

    


    IN
WITNESS WHEREOF, the undersigned has executed and subscribed this Amended
Certificate and does affirm the foregoing as true this 31st  day
of December, 2008.

    


    


    BOND
LABORATORIES, INC.

    


    


    By:
__________________

    Name:                      Scott
Landow

    Title:                      Chief
Executive Officer


    
      
         


      

      
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