Exhibit 4.1


 


CERTIFICATION OF DESIGNATION


 


OF


 


AMERICAN DOCTORS ONLINE, INC.


 


Pursuant to Section 151(g) of the



 


Delaware General Corporation Law


______________________________________


 


SERIES A CONVERTIBLE PREFERRED STOCK



 


On behalf of American
Doctors Online, Inc., a Delaware corporation (the “Corporation”), the undersigned hereby certifies that the
following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):


 


RESOLVED, that,
pursuant to the authority granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Corporation
(the “Certificate of Incorporation”), there hereby is created, out of the five million (5,000,000) shares of
preferred stock, par value $.01 per share, of the Corporation authorized by Article Fourth of the Certificate of Incorporation
(“Preferred Stock”), Series A Convertible Preferred Stock, consisting of three million five hundred thousand
(3,500,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional
and other special rights, and the following qualifications, limitations and restrictions:


 


The specific powers,
preferences, rights and limitations of the Series A Convertible Preferred Stock are as follows:


 


1. Designation;
Rank. This series of Preferred Stock shall be designated and known as “Series A Convertible Preferred Stock.” The
number of shares constituting the Series A Convertible Preferred Stock shall be three million five hundred thousand (3,500,000)
shares. Except as otherwise provided herein, the Series A Convertible Preferred Stock shall, with respect to rights on liquidation,
winding up and dissolution, rank pari passu to the common stock, par value $0.01 per share (the “Common Stock”).


 


2. Dividends.
The holders of shares of Series A Convertible Preferred Stock have no dividend rights except as may be declared by the Board in
its sole and absolute discretion, out of funds legally available for that purpose.


 


3. Liquidation
Preference.


 


(a) In
the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary
or involuntary, the Holders of Series A Convertible Preferred Stock shall be entitled to participate in any distribution out of
the assets of the Corporation on an equal basis per share with the holders of the Common Stock.


 


(b) A
sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means
of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger)
that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change
in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.


 


4. Optional
Conversion of Series A Convertible Preferred Stock. The Holder of Series A Convertible Preferred Stock shall have conversion
rights as follows:


 


(a) Conversion
Right. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without
the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock on the Optional Conversion
Date (as hereinafter defined) at a conversion rate of two (2) shares of Common Stock (the “Conversion Rate”)
for every one (1) share of Series A Convertible Preferred Stock, subject to adjustment as provided in Section 4 of this Designation.


 


(b) Mechanics
of Optional Conversion. To effect the optional conversion of shares of Series A Convertible Preferred Stock in accordance with
Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation,
a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the
certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business
day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation,
the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Corporation shall
give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein
(i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to
be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed
for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of
such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid,
to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it
appears on the records of the stock transfer agent for the Series A Convertible Preferred Stock, if any, or, if none, of the Corporation.
On or before the Optional Conversion Date, each Holder of the Series A Convertible Preferred Stock so to be converted shall surrender
the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power
or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice
or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional
Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and
deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent
for the Series A Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number
of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.


 


(c) No
Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Convertible
Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(c)
based on the number of shares of Series A Convertible Preferred Stock held by such Holder, the Corporation shall issue a number
of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder
of Series A Convertible Preferred Stock by the Corporation upon conversion of Series A Preferred Convertible Stock by such Holder.


 


(d) Reservation
of Stock. The Corporation shall at all times when any shares of Series A Preferred Convertible Stock shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of Series A Convertible Preferred Stock. If at any
time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding
shares of the Series A Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.


 


(e) Stock
Dividends, Splits, Combinations and Reclassifications. If the Corporation shall (i) declare a dividend or other distribution
payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares
of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification
of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination
in which the Corporation is the continuing entity (any such corporate event, an “Event”), then in each instance
the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series A Convertible
Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.


 


(f) Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of this
Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Series A
Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail
the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any
Holder of Series A Convertible Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth:
(i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series A Convertible Preferred
Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received
upon the conversion of the Series A Convertible Preferred Stock.


 


(g) Issue
Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue
or delivery of shares of Common Stock on conversion of shares of Series A Convertible Preferred Stock.


 


5. Voting.
The holders of Series A Convertible Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record
on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and
all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series
A Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single
class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate
class or series is required by law.


 


 


IN WITNESS WHEREOF
the undersigned has signed this Designation this 18th day of October 2013.