a5879937ex4-2.htm


    Exhibit
4.2

     

    CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS

    OF
SERIES B CONVERTIBLE PREFERRED STOCK

    OF

    VIBE
RECORDS, INC. NEVADA

    


    


    VIBE RECORDS, INC. NEVADA (the
“Company”), a corporation organized and existing under and by virtue of the
Revised Statutes of the State of Nevada (the “NRS”), in accordance with Section
78.1955 of the NRS, DOES HEREBY
CERTIFY that:

    


    The Certificate of Incorporation of the
Company provides that the Company is authorized to issue 50,000,000 shares of
preferred stock with a par value of $.001 per share.  The Articles of
Incorporation provides, further, that the Board of Directors is authorized, to
the extent permitted by law, to provide for the issuance of the shares of
preferred stock in series, and by filing a certificate pursuant to the NRS, to
establish from time to time the number of shares to be included in each series
and to fix the designation, powers, preferences and rights and the
qualifications, limitations or restrictions thereof. Pursuant to the authority
conferred upon the Board of Directors by the Articles of Incorporation and the
NRS, the Board of Directors, by Unanimous Written Consent dated January 19,
2009, adopted a resolution providing for the designation, rights, powers and
preferences and the qualifications, limitations and restrictions of 200,000
shares of Series B Convertible Preferred Stock, and that a copy of such
resolution is as follows:

    


    “RESOLVED, that pursuant to
the authority vested in the Board of Directors of the Company, the provisions of
its Articles of Incorporation, as amended, and in accordance with the NRS the
Board of Directors hereby authorizes the filing of a Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred Stock of
Vibe Records, Inc. Nevada. Accordingly, the Company’s Series B Convertible
Preferred Stock with par value of $0.001 per share, shall have the powers,
preferences and rights and the qualifications, limitations and restrictions
thereof, as follows:

    


    
      	
               
      

            	
              1.

            	
              Designation and Number
      of Shares.   Shares of the series shall be
      designated and known as the Series B Convertible Preferred Stock of the
      Company.  The Series B Convertible Preferred Stock shall consist
      of 200,000 shares.  Shares of the Series B Convertible Preferred
      Stock which are retired, converted into shares of Common Stock, purchased
      or otherwise acquired by the Company shall be cancelled and shall revert
      to authorized but un-issued preferred stock, undesignated as to Series and
      subject to re-issuance by the Company as shares of preferred stock of any
      one or more series.

            


    

    


    
      	
               
      

            	
              2.

            	
              Conversion of Shares
      of Series B Convertible Preferred
Stock.

            


    

    


    
      	
               
      

            	
              2.1

            	
              Conversion. The
      holder of the Series B Convertible Preferred Stock may, in their sole
      discretion, convert each share of Series B Convertible Preferred Stock
      into 4,000 shares of the Company’s Common Stock at any time following the
      date of issuance of the Series B Convertible Preferred Stock. The shares
      of Common Stock received by the Series B Shareholder upon conversion of
      the Series B Convertible Preferred Stock shall be called the “Conversion
      Shares”.  The Conversion Shares shall be fully paid and
      non-assessable. To convert the shares of Series B Convertible Preferred
      Stock the Series B Shareholder must give written notice to the Company
      that the Series B Shareholder elects to convert his or her shares of
      Series B Convertible Preferred Stock into Common Stock and by surrender of
      all the certificates for the shares of Series B Convertible Preferred
      Stock to be converted to the Company at its principal office (or such
      other office or agency of the Company as the Company may designate by
      notice in writing to the holders of the Series B Convertible Preferred
      Stock) at any time during its usual business hours on the date set forth
      in such notice, together with a statement of the name or names (with
      addresses and social security numbers) in which the certificates for
      shares of Conversion Shares shall be
issued.

            


    

     

     

    
      
        
        

      

      
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              2.2

            	
              Issuance of
      Certificates: Time Conversion Effected.  Promptly after
      the receipt of the written notice referred to in subparagraph 2.1, and
      surrender of the certificates for the shares of Series B Convertible
      Preferred Stock to be converted, the Company shall issue and deliver, or
      cause to be issued and delivered, to the Series B Shareholder, in such
      name or names as the Series B Shareholder may direct, certificates to each
      such Series B Shareholder for the number of shares of Conversion Shares
      issuable upon the conversion of such shares of Series B Convertible
      Preferred Stock. To the extent permitted by law, such conversion shall be
      deemed to have been effected as of the close of business on the date on
      which such written notice shall have been received by the Company. At such
      time the rights of the holders of such shares of Series B Convertible
      Preferred Stock to be converted shall cease, and the person or persons in
      whose name or names the certificates for Conversion Shares shall be
      issuable upon such conversion shall be deemed to have become holders of
      record of the common shares represented
thereby.

            


    

    


    3.           Liquidation.

    


    
      	
               
      

            	
              3.1

            	
              Upon
      any liquidation, dissolution or winding up of the Company, whether
      voluntary or involuntary, the holders of the shares of Series B
      Convertible Preferred Stock shall be pari passu in rights with the holders
      of the Company’s outstanding preferred stock and senior in rights to the
      holders of the Company’s Common Stock and shall be entitled to be paid a
      maximum amount equal to one hundred dollars ($100.00) per share of Series
      B Convertible Preferred Stock.  Such amount payable with respect
      to one share of Series B Convertible Preferred Stock, as the case may be,
      being sometimes referred to as the "Liquidation Payment” and with respect
      to all shares of Series B Convertible Preferred Stock being sometimes
      referred to as the “Liquidation
Payments".

            


    

    


    
      	
               
      

            	
              3.2

            	
              If
      upon such liquidation, dissolution or winding up of the Company, whether
      voluntary or involuntary, the assets to be distributed among the holders
      of Series B Convertible Preferred Stock shall be insufficient to permit
      payment to the holders of Series B Convertible Preferred Stock and the
      Company’s other preferred stockholders of the full Liquidation Payments,
      then the entire assets of the Company to be so distributed shall be
      distributed ratably among the holders of Series B Convertible Preferred
      Stock and the holders of the Company’s preferred
  stock.

            


    

    


    
      	
               
      

            	
              3.3

            	
              Upon
      any such liquidation, dissolution or winding up of the Company, after the
      holders of Series B Convertible Preferred Stock and other preferred
      stockholders shall have been paid in full the amounts to which they shall
      be entitled as set forth in subparagraph 3.1 above, the remaining net
      assets of the Company shall be distributed to the holders of Common Stock
      in proportion to the shares of Common Stock then held by
    them.

            


    

     

     

    
      
        
        

      

      
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              3.4

            	
              The
      consolidation or merger of the Company into or with any other entity or
      entities which results in the exchange of outstanding shares of the
      Company for securities or other consideration issued or paid or caused to
      be issued or paid by any such entity or affiliate thereof, and the sale or
      transfer by the Company of all or substantially all its assets, shall be
      deemed to be a liquidation, dissolution or winding up of the Company
      within the meaning of the provisions of this paragraph 3, with the result
      that, unless previously converted into shares of Common Stock, the
      outstanding shares of Series B Convertible Preferred Stock shall
      automatically convert into Conversion Shares under the provisions of
      Section 2 above.

            


    

    


    
      
        	
                 
      

              	
                4.

              	
                Adjustments to the
      Conversion Ratio.   In case the Company shall at any
      time subdivide (by any stock split, stock dividend or otherwise) its
      outstanding shares of Common Stock into a greater number of shares, the
      Conversion provision in effect immediately prior to such subdivision shall
      be proportionately increased, conversely, in case the outstanding shares
      of Common Stock shall be combined into a smaller number of shares (by
      reverse split or otherwise), the Conversion provision in effect
      immediately prior to such combination shall be proportionately reduced so
      long as the Preferred Shares have not been converted to Common
      Shares.

              


      

    

    


    
      	
               
      

            	
              5.

            	
              Voting
      Rights.    Holders of outstanding shares of
      Series B Convertible Preferred Stock shall not be entitled to vote with
      respect to any and all matters presented to the common stockholders of the
      Company for their action or consideration until such time as the Series B
      Convertible Preferred Stock is converted to Common
  Stock.

            


    

    


    
      	
               
      

            	
              6.

            	
              Stock to be
      Reserved. The Company will at all times reserve and keep available
      out of its authorized Common Stock, solely for the purpose of issuance
      upon the conversion of Series B Convertible Preferred Stock as herein
      provided, such number of shares of Common Stock as shall then be issuable
      upon the conversion of all outstanding shares of Series B Convertible
      Preferred Stock.

            


    

    


    
      	
               
      

            	
              7.

            	
              Amendments. No provision of these terms of
      the Series B Convertible Preferred Stock may be amended, modified or
      waived as to such Series without the written consent or affirmative vote
      of the holders of at least fifty-one percent (51%) of the then outstanding
      shares of Series B Convertible Preferred
  Stock.”

            


    

    


    IN WITNESS WHEREOF, this
Certificate of Designations have been duly adopted by the Board of Directors of
this Company and have been duly executed as the act and deed of this Company by
its President thereunto duly authorized this 19th day of January,
2009.

     

    
      
        
          	 	
                  VIBE
      RECORDS, INC. NEVADA

                	 
	 	 	 	 
	
                   

                	
                  
                    By:

                  

                	
                  /s/Tim Olphie

                	 
	 	 	
                  Tim
      Olphie

                	 
	 	 	
                  President
      and CEO

                	 
	 	 	 	 


        

      

       

       

       

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