itlinkz8k060407ex10-b.htm


    
      

      

    

    
      


      CERTIFICATE
        OF DESIGNATION

      


      SERIES
        B
        CONVERTIBLE PREFERRED STOCK

      ($.001
        Par Value)

      of

      


      ITLINKZ
        GROUP, INC.

      


      Pursuant
        to Section 151 of the Delaware General Corporation Law

       

      
        
          

        

      

      


      itLinkz
        Group, Inc., a corporation organized and existing under the law of the State
        of
        Delaware (the "Corporation"), in accordance with the provisions of Section
        151
        of the General Corporation Law, DOES HEREBY CERTIFY as follows:

      


      That
        pursuant to the authority conferred upon the Board of Directors by the
        Certificate of Incorporation of the Corporation, as amended (“Certificate of
        Incorporation”), the Board of Directors of the Corporation by resolution adopted
        by written consent in lieu of meeting dated June __, 2007, adopted the following
        resolution creating a series of 1000 shares of Preferred Stock, $.001 par
        value
        per share, designated as Series B Convertible Preferred Stock:

      


      Section
        1. Designation and Amount. The shares of such series shall be designated
        as
“Series B Convertible Preferred Stock” and the number of shares constituting
        such series shall be 1000. Such number of shares may be increased or decreased
        by resolution of the Board of Directors; provided, however, that no decrease
        shall reduce the number of shares of Series B Convertible Preferred Stock
        to a
        number less than the number of shares then outstanding plus the number of
        shares
        reserved for issuance upon the exercise of outstanding options, rights or
        warrants or upon the conversion of any outstanding securities issued by the
        Corporation convertible into Series B Convertible Preferred Stock.

      


      Section
        2. Dividends and Distributions. 

      


      (A)
        Ordinary Cash Dividends. In the event the Corporation declares a dividend
        payable in cash to holders of any class of stock, the holder of each share
        of
        Series B Convertible Preferred Stock shall be entitled to receive a dividend
        equal in amount and kind to that payable to the holder of the number of shares
        of the Corporation's common stock (“Common Stock”) into which that holder's
        Series B Convertible Preferred Stock could be converted on the record date
        for
        the dividend. 

      


      (B)
        Ordinary Stock Dividends. In the event the Corporation declares an ordinary
        dividend payable in stock to holders of any class of stock, the holder of
        each
        share of Series B Convertible Preferred Stock shall be entitled to receive
        a
        dividend equal in amount and kind to that payable to the holder of the number
        of
        shares of Common Stock into which that holder's Series B Convertible Preferred
        Stock could be converted on the record date for the dividend. 

      



      
        
          
          

        

        
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      (C)
        Liquidation. Upon the liquidation, dissolution and winding up of the
        Corporation, the holders of the Series B Convertible Preferred Stock shall
        be
        entitled to receive in cash out of the assets of the Corporation, whether
        from
        capital or from earnings available for distribution to its stockholders,
        before
        any amount shall be paid to the holders of Common Stock, the sum of One Cent
        ($.01) per share, after which the holders of Series B Convertible Preferred
        Stock shall share in the distribution with the holders of the Common Stock
        on a
        pari passu basis, except that in determining the appropriate distribution
        of
        available cash among the shareholders, each share of Series B Convertible
        Preferred Stock shall be deemed to have been converted into the number of
        shares
        of Common Stock into which that holder’s Series B Convertible Preferred Stock
        could be converted on the record date for the distribution. 

       

      Section
        3. Voting Rights. The holders of shares of Series B Convertible Preferred
        Stock
        shall have the following voting rights: Each share of Series B Convertible
        Preferred Stock shall entitle the holder thereof to cast on all matters
        submitted to a vote of the stockholders of the Corporation that number of
        votes
        which equals the number of shares of Common Stock into which such holder's
        shares of Series B Convertible Preferred Stock are convertible, as determined
        under Section 8 hereof, on the record date for the stockholder action.


      


      Section
        4. Reacquired Shares. Any shares of Series B Convertible Preferred Stock
        purchased or otherwise acquired by the Corporation in any manner whatsoever
        shall be retired and cancelled promptly after the acquisition thereof. All
        such
        shares shall upon their cancellation become authorized but unissued shares
        of
        Preferred Stock and may be reissued as part of a new series of Preferred
        Stock
        to be created by resolution or resolutions of the Board of Directors, subject
        to
        the conditions and restrictions on issuance set forth herein.

      


      Section
        5. Redemption. At any time after June 30, 2008, the Corporation shall be
        entitled to redeem the shares of Series B Convertible Preferred Stock by
        giving
        written notice to the registered holders thereof not less than 15 days nor
        more
        than 60 days prior to the redemption date. Each such notice shall state (1)
        the
        redemption date, (2) the number of shares to be redeemed from each holder,
        and
        (3) the place where certificates for the Series B Convertible Preferred Stock
        are to be surrendered. Upon surrender in accordance with said notice of
        certificates for the shares to be redeemed, such shares shall be redeemed
        at a
        price of $.001 per share. Notice having been given, upon the redemption date
        (unless the Corporation shall default in paying the redemption price), said
        shares shall no longer be deemed to be outstanding.

      


      Section
        6. Voting on Amendment. The Certificate of Incorporation of the Corporation
        shall not be further amended, nor shall any resolution of the directors be
        adopted after the adoption of this Certificate of Designation that in any
        manner
        would materially alter or change the powers, preferences or special rights
        of
        the Series B Convertible Preferred Stock so as to affect them adversely without
        the affirmative vote of the holders of at least seventy-five percent of the
        outstanding shares of Series B Convertible Preferred Stock, voting together
        as a
        single class.

      


      Section
        7. No Impairment. The Corporation will not, by amendment of its Articles
        of
        Incorporation or adoption of a directors’ resolution or by any other means or
        through any reorganization, recapitalization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary action,
        avoid or seek to avoid the observance or performance of any of the terms
        to be
        observed or performed hereunder by the Corporation but will at all times
        in good
        faith assist in the carrying out of all the provisions of this Certificate
        of
        Designation and in the taking of all such action as may be necessary or
        appropriate in order to protect the Conversion Rights of the holders of the
        Series B Convertible Preferred Stock against impairment.

      



      
        
          
          

        

        
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      Section
        8. Conversion. The holders of the Series B Convertible Preferred Stock shall
        have the following rights with respect to the conversion of the Series B
        Convertible Preferred Stock into shares of Common Stock (the "Conversion
        Rights"):

      


      (A)
        Conversion. Subject to and in compliance with the provisions of this Section
        8,
        any shares of Series B Convertible Preferred Stock may at any time, at the
        option of the holder, be converted into fully paid and nonassessable shares
        of
        Common Stock (a “Conversion”). The number of shares of Common Stock to which a
        holder of Series B Convertible Preferred Stock shall be entitled upon a
        Conversion shall be the product obtained by multiplying the number of shares
        of
        Series B Convertible Preferred Stock being converted by eight hundred nine
        thousand, eight hundred sixty six and twenty three hundredths (809,866.23)
        (“Adjustment Number”).

      


      (B)
        Dividend Payable in Shares of Stock. In the event the Corporation shall at
        any
        time declare or pay any dividend on Common Stock payable in shares of Common
        Stock, then the Adjustment Number in effect immediately prior to such event
        shall be adjusted by multiplying such Adjustment Number by a fraction, the
        numerator of which is the number of shares of Common Stock outstanding
        immediately after such event and the denominator of which is the number of
        shares of Common Stock that were outstanding immediately prior to such
        event.

      


      (C)
        Consolidation, Merger, etc. In case the Corporation shall enter into any
        consolidation, merger, reorganization, or other transaction in which the
        shares
        of Common Stock are exchanged for or changed into other stock or securities,
        cash and/or any other property, then in any such case the Conversion Rights
        of
        Series B Convertible Preferred Stock shall at the same time be modified such
        that, upon Conversion of a share of Series B Convertible Preferred Stock,
        the
        holder shall receive the product of the Adjustment Number times the aggregate
        amount of stock, securities, cash and/or any other property (payable in kind),
        as the case may be, into which or for which each share of Common Stock is
        changed or exchanged. 

      


      (D)
        Adjustment for Reclassification, Exchange and Substitution. At any time or
        times
        the Common Stock issuable upon the conversion of the Series B Convertible
        Preferred Stock is changed into the same or a different number of shares
        of any
        class or classes of the Corporation’s stock, whether by recapitalization,
        combination, consolidation, reclassification or otherwise, in any such event
        the
        Adjustment Number shall be changed proportionately to the change in the number
        of shares of Common Stock resulting from the recapitalization, reclassification
        or other change. 

       

      (E)
        Mechanics of the Conversion. Upon a Conversion, the holder of Series B
        Convertible Preferred Stock shall surrender the certificate or certificates
        therefor, duly endorsed, at the office of the Corporation, together with
        a
        completed Notice of Conversion in the Form of Exhibit A. Thereupon, the
        Corporation shall promptly issue and deliver to such holder a certificate
        or
        certificates for the number of shares of Common Stock to which such holder
        is
        entitled. The Conversion shall be deemed to have been made at the close of
        business on the date of such surrender of the certificates representing the
        shares of Series B Convertible Preferred Stock to be converted. The person
        entitled to receive the shares of Common Stock issuable upon a Conversion
        shall
        be treated for all purposes as the record holder of such shares of Common
        Stock
        on such date.

      


      (F)
        Reservation of Stock Issuable Upon Conversion. The Corporation shall at all
        times reserve and keep available out of its authorized but unissued shares
        of
        Common Stock, solely for the purpose of effecting the conversion of the shares
        of the Series B Convertible Preferred Stock, such number of its shares of
        Common
        Stock as shall from time to time be sufficient to effect the conversion of
        all
        outstanding shares of the Series B 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 then outstanding shares of the
        Series
        B Convertible Preferred Stock, the Corporation shall, at the request of any
        holder of Series B Convertible Preferred Stock, 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.

      



      
        
          
          

        

        
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      Section
        9. Notices of Record Date. Upon (i) any taking by the Corporation of a record
        of
        the holders of any class of securities for the purpose of determining the
        holders thereof who are entitled to receive any dividend or other distribution,
        or (ii) any sale of the Corporation, capital reorganization of the Corporation,
        any reclassification or recapitalization of the capital stock of the
        Corporation, or any voluntary or involuntary dissolution, liquidation or
        winding
        up of the Corporation, the Corporation shall mail to each holder of Series
        B
        Convertible Preferred Stock at least twenty (20) days prior to the record
        date
        specified therein a notice specifying (A) the date on which any such record
        is
        to be taken for the purpose of such dividend or distribution and a description
        of such dividend or distribution, (B) the date on which any such sale of
        the
        Corporation, reorganization, reclassification, recapitalization, dissolution,
        liquidation or winding up is expected to become effective, and (C) the date,
        if
        any, that is to be fixed as to when the holders of record of Common Stock
        (or
        other securities) shall be entitled to exchange their shares of Common Stock
        (or
        other securities) for securities or other property deliverable upon such
        sale of
        the Corporation, reorganization, reclassification, recapitalization,
        dissolution, liquidation or winding up.

      


      Section
        10. Notices. Any notice required by the provisions of this Certificate of
        Designation shall be in writing and shall be deemed effectively given: (i)
        upon
        personal delivery to the party to be notified, (ii) when sent by confirmed
        facsimile if sent during normal business hours of the recipient; if not,
        then on
        the next business day, or (iii) one (1) day after deposit with a nationally
        recognized overnight courier, specifying next day delivery, with written
        verification of receipt. All notices shall be addressed to each holder of
        record
        at the address of such holder appearing on the books of the
        Corporation.

      


      IN
        WITNESS WHEREOF, the Corporation has caused this Certificate of Designation
        to
        be signed by its duly authorized officer this ____ day of June,
        2007.

      


      


      ITLINKZ
        GROUP, INC.

      


      


                                                                     
        

      Jeremy
        P.
        Feakins 

      Chief
        Executive Officer 

      


      


      


      


      



      
        
          
          

        

        
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      Exhibit
        A

      NOTICE
        OF
        CONVERSION

      


      Reference
        is made to the Certificate of Designation of SERIES B CONVERTIBLE PREFERRED
        STOCK dated June ____ 2007 (the "Certificate of Designation"), of ITLINKZ
        GROUP,
        INC., a Delaware corporation (the "Corporation"). In accordance with and
        pursuant to the Certificate of Designation, the undersigned hereby elects
        to
        convert the number of shares of Series B Convertible Preferred Stock, par
        value
        $0.001 per share (the “Preferred Shares”) indicated below into shares of Common
        Stock, par value $0.001 per share (the "Common Stock"), of the Company, by
        tendering the stock certificate(s) representing the Preferred Shares specified
        below as of the date specified below.

      


      Date
        of
        Conversion:________________________________

      


      Number
        of
        Preferred Shares to be converted:_________________________________

      


      Please
        confirm the following information:

      


      Number
        of
        shares of Common Stock to be issued:_____________________________

      


      Please
        issue the Common Stock into which the Preferred Shares are being converted
        in
        the following name and to the following address:

      


      Issue
        to:__________________________________

      


      Address:__________________________________

      


      __________________________________

      


      Facsimile
        Number:__________________________________

      


      Authorization:__________________________________

      


      By:
        ___________________________

      


      Title:
        ___________________________

      


      


      


      


      


      


      


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