**Exhibit4.1**

 

**CERTIFICATEOF DESIGNATION FOR**

**SERIES A PREFERRED STOCK**

**OF**

**ONELINK, INC.**

 

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Pursuant to Section302A.401 of the

Business Corporation Actof the State of Minnesota

 

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OneLink, Inc., a corporation organized and existingunder the Minnesota Business Corporation Act (the “Company”), hereby certifiesthat the following resolutions were adopted by the Company’s Board of Directorson February 21, 2001 pursuant to authority of the Board of Directors asrequired by Section 302A.401, Subdivision 3 of the Minnesota BusinessCorporation Act:

 

RESOLVED, that the relative rights and preferences ofthe Series A Preferred Stock shall be as set forth in the Certificate ofDesignation for Series A Preferred Stock as presented to the Board; and thatthe officers of the Company are authorized and directed to file suchCertificate of Designation in the manner required and contemplated by theMinnesota Business Corporations Act:

 

Series A PreferredStock:

 

Section 1.               SeriesA Preferred Stock.

 

One Million FourHundred Thousand (1,400,000) of the Ten Million undesignated shares that areauthorized by Article III of this corporation’s articles of incorporation arehereby designated Series A Preferred shares, $.01 par value (hereinafterreferred to as “Series A Preferred Stock”), and the rights and preferences ofsuch Series A Preferred Stock shall be set forth in Section 2 below.

 

Section 2.               Descriptionof Series A Preferred Stock.

 

The rights, preferences,privileges and restrictions granted to or imposed upon Series A Preferred Stockor the holders thereof are as follows:

 

(A)          Voting Rights.

 

Each holder ofSeries A Preferred Stock shall have one vote on all matters submitted to theshareholders for each share of common stock which such holder of Series APreferred Stock would be entitled to receive upon the conversion of suchholder’s Series A Preferred Stock pursuant to the conversion provisions ofSubsection 2(C)(3) below.

 

 

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(B)           No Preemptive Rights.

 

No holders ofSeries A Preferred Stock shall be entitled as such, as a matter of right, tosubscribe for, purchase, or receive any part of any stock of this corporationof any class whatsoever, or of securities convertible into or exchangeable forany stock of any class whatsoever, whether now or hereafter authorized andwhether issued for cash or other consideration or by way of dividend.

 

(C)                                Other Rights, Preferences, Privileges andRestrictions.

 

(1)           Dividends.             Dividends shall be payable onSeries A Preferred Stock out of funds legally available for the declaration ofdividends only if and when declared by this corporation’s Board ofDirectors.  Although no dividends shallbe required with respect to the Series A Preferred Stock, in no event shall anydividend be paid on any shares of common stock unless comparable dividends arepaid on the Series A Preferred Stock. Series A Preferred Stock shall be counted on an as-if-converted basis indetermining whether dividends on Series A Preferred Stock and the shares ofcommon stock are comparable.

 

(2)           Liquidation Right and Preference.  In the event of the liquidation,dissolution, or winding up of this corporation (each a “Liquidating Event”),whether voluntary or involuntary, the holders of Series A Preferred Stock shallbe entitled to receive in cash, out of the assets of this corporation, anamount equal to $.50 per share for each outstanding share of Series A PreferredStock, plus all declared or accrued but unpaid dividends (the “LiquidationPreference”), before any payment shall be made or any assets distributed to theholders of common stock or any other class of shares of this corporationranking junior to Series A Preferred Stock.  If, upon any Liquidating Event, the assets of this corporation areinsufficient to pay the Liquidation Preference, then the holders of PreferredShares shall share *pro rata* in any distribution in proportionto the full amounts to which they would otherwise be respectivelyentitled.  Upon a Liquidating Event, ifthere are assets available for distribution after the holders of Preferred Shareshave received an amount equal to the Liquidation Preference, then the holdersof the Preferred Shares will share ratably with the holders of common stock inthe remaining assets.  For purposes ofthis joint distribution of assets to the holders of common stock and theholders of Preferred Shares, each holder of Preferred Shares should be regardedas owning that number of common stock into which such Preferred Shares wouldthen be convertible.

 

The merger orconsolidation of this corporation into or with another corporation, or themerger or consolidation of any other corporation into or with this corporation(in which consolidation or merger the shareholders of this corporation receivedistribution of cash or securities or other property as a result of suchconsolidation or merger), or the sale, transfer, or other disposition of all orsubstantially all of the assets of this corporation, shall be deemed to be aliquidation or dissolution of this corporation for purposes of this subsection2(C)(2), and therefore a Liquidating Event.

 

 

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(3)           Conversion Rights.

 

(a)           General.  Each Series A Preferred Share shall beconvertible at the option of the holder thereof into Common Stock of thiscorporation in accordance with the provisions and subject to the adjustmentsprovided for in subsection 2(C)(3)(b). In order to exercise the conversion privilege, a holder of Series APreferred Stock shall surrender the certificate evidencing such Series APreferred Stock to this corporation at its principal office, duly endorsed tothis corporation and accompanied by written notice to this corporation that theholder elects to convert a specified portion or all of such shares.  Series A Preferred Stock converted at theoption of the holder shall be deemed to have been converted on the day ofsurrender of the certificate representing such shares for conversion inaccordance with the foregoing provisions, and at such time the rights of theholder of such Series A Preferred Stock, as such holder, shall cease and suchholder shall be treated for all purposes as the record holder of Common Stockissuable upon conversion.

 

                As promptly as practicable on orafter the conversion date, this corporation shall issue and mail or deliver tosuch holder a certificate or certificates for the number of shares of CommonStock issuable upon conversion, computed to the nearest full share, and acertificate or certificates for the balance of Series A Preferred Stocksurrendered, if any, not so converted into Common Stock.

 

(b)           Conversion Price and Adjustments.  The number of shares of Common Stockissuable in exchange for Series A Preferred Stock upon optional conversionshall be equal to Fifty Cents ($.50), divided by the conversion price then ineffect (the “Conversion Price”).  TheConversion Price shall initially be $.50, but shall be subject to adjustmentfrom time to time as hereinafter provided:

 

(i)                In case this corporation shallat any time subdivide or split its outstanding Common Stock into a greaternumber of shares or declare any dividend payable in Common Stock, theConversion Price in effect immediately prior to such subdivision or split ordividend shall be proportionately decreased; and conversely, in case theoutstanding Common Stock of this corporation shall be combined into a smallernumber of shares, the Conversion Price in effect immediately prior to suchcombination shall be proportionately increased.

 

(ii)               Except for (x) Common Stockissued upon exercise of options, warrants, and convertible securities that areoutstanding as of the date of filing of this Certificate of Designation, (y)warrants or rights to acquire Common Stock, and Common Stock issued uponconversion thereof, issued in connection with indebtedness for borrowed moneyfrom financial or institutional lenders, or (z) shares of Common Stock issuedupon the exercise of options that may be granted under the option oremployee-benefit plans approved by the shareholders of this corporation(collectively, the “Excluded Issuances”), if this corporation shall issue orsell any Common Shares for a consideration per share less than the 

 

 

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Conversion Pricethen in effect (other than dividends payable in Common Shares), or shall issueany options, warrants, or other rights for the purchase of such shares at aconsideration per share of less than the Conversion Price then in effect, theConversion Price in effect immediately prior to such issuance or sale shall beadjusted and shall be equal to (i) the Conversion Price then in effect,multiplied by (ii) a fraction, the numerator of which shall be an amount equalto the sum of (a) the number of Common Shares outstanding immediately prior tosuch issuance or sale multiplied by the Conversion Price then in effect, and(b) the total consideration payable to this corporation upon such issuance orsale of such shares and such purchase rights and upon the exercise of suchpurchase rights; and the denominator of which shall be the amount determined bymultiplying (aa) the number of Common Shares outstanding immediately after suchissuance or sale plus the number of the Common Shares issuable upon theexercise of any purchase rights thus issued, by (bb) the Conversion Price thenin effect.  If any options or purchaserights that are taken into account in any such adjustment of the ConversionPrice subsequently expire without exercise, the Conversion Price shall berecomputed by deleting such options or purchase rights.  If the Conversion Price is adjusted as theresult of the issuance of any options, warrants, or other purchase rights, nofurther adjustment of the Conversion Price shall be made at the time of theexercise of such options, warrants or other purchase rights.

 

(c)           Notice of Conversion PriceAdjustment.  Upon any adjustment ofthe Conversion Price, then and in each such case the corporation shall givewritten notice thereof, by first-class mail, postage prepaid, addressed to theregistered holders of Series A Preferred Stock at the addresses of such holdersas shown on the books of this corporation, which notice shall state theConversion Price resulting from such adjustment and the increase or decrease,if any, in the number of shares receivable at such price upon the conversion ofSeries A Preferred Stock, setting forth in reasonable detail the method ofcalculation and the facts upon which such calculation is based.

 

(d)           Rights to PreconversionDistributions.  Subject to theprovisions of Subsection 2(C)(2) regarding liquidation rights, if any capitalreorganization or reclassification of the capital stock of this corporation, orconsolidation or merger of this corporation with another corporation, or thesale of all or substantially all of its assets to another corporation shall beeffected in such a way that holders of Common Stock shall be entitled toreceive stock, securities, or assets with respect to or in exchange for CommonStock, then (as a condition of such reorganization, reclassification,consolidation, merger or sale), lawful and adequate provision shall be madewhereby the holders of Series A Preferred Stock shall thereafter have the rightto receive, in lieu of Common Stock of this corporation immediately theretoforereceivable upon the conversion of such Series A Preferred Stock, such shares ofstock, securities, or assets as may be issued or payable with respect to or inexchange for a number of outstanding Common Stock equal to the number of sharesof Common Stock immediately theretofore receivable upon the conversion or suchSeries A Preferred Stock had such 

 

 

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reorganization,reclassification, consolidation, merger or sale not taken place, and in anysuch case appropriate provision shall be made with respect to the rights andinterests of the holders of the Series A Preferred Stock to the end that theprovisions hereof (including without limitation provisions for adjustments ofthe Conversion Price and of the number of shares receivable upon the conversionof such Series A Preferred Stock) shall thereafter be applicable, as nearly asmay be, in relation to any shares of stock, securities or assets thereafterreceivable upon the conversion of such Series A Preferred Stock.  This corporation shall not effect any suchreorganization, reclassification, consolidation, merger or sale, unless priorto the consummation thereof the surviving corporation (if other than thiscorporation), the corporation resulting from such consolidation or thecorporation purchasing such assets shall assume by written instrument executedand mailed to the registered holders of the Series A Preferred Stock at thelast address of such holders appearing on the books of the corporation theobligation to deliver to such holders such shares of stock, securities orassets as, in accordance with the foregoing provisions, such holders may beentitled to receive.

 

(e)                                  Notice of Certain Events. If at any time:

 

                (i)            thiscorporation shall pay any dividend payable in stock upon Common Stock or makeany distribution (other than regular cash dividends) to the holders of CommonStock; or

 

                (ii)           this corporation shall offer for subscription *pro rata*to the holders of Common Stock any additional shares of stock of any class orother rights; or

 

                (iii)          there shall be any capital reorganization, reclassificationof the capital stock of this corporation, or consolidation or merger of thiscorporation with, or sale of all or substantially all of its assets to, anothercorporation; *provided*, however, that this provision shall not beapplicable to the merger or consolidation of this corporation with or intoanother corporation if following such merger or consolidation the shareholdersof this corporation immediately prior to such merger or consolidation own atleast 80 percent of the equity of the combined entity; or

 

                (iv)          there shall be a voluntary or involuntary dissolution,liquidation, or winding up of this corporation;

 

then, thiscorporation shall give written notice, by first-class mail, postage prepaid,addressed to the holders of Series A Preferred Stock at the addresses of suchholders as shown on the books of this corporation, of the date on which (A) thebooks of this corporation shall close or a record shall be taken for suchdividend, distribution, or subscription rights, or (B) such reorganization,reclassification, consolidation, merger, sale, dissolution, liquidation, orwinding up shall take place, as the case may be.  Such notice shall also specify the date as of which the holdersof Common Stock of record shall participate in such dividend, distribution, orsubscription rights, 

 

 

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or shall beentitled to exchange their Common Stock for securities or other propertydeliverable upon such reorganization, reclassification, consolidation, merger,sale, dissolution, liquidation, or winding up, as the case may be.  Such written notice shall be given at least20 days prior to the action in question and not less than 20 days prior to therecord date or the date on which this corporation’s transfer books are closedin respect thereto.

 

(f)          Definition of Common Stock.  As used in this subsection 2(C)(3) the term“Common Stock” shall mean and include this corporation’s presently authorizedCommon Stock and shall also include any capital stock of any class of thiscorporation hereafter authorized which shall have the right to vote on allmatters submitted to the shareholders of this corporation and shall not belimited to a fixed sum or percentage in respect of the rights of the holdersthereof to participate in dividends or in the distribution of assets upon thevoluntary or involuntary liquidation, dissolution or winding up of thiscorporation; *provided*, however, that the shares receivable pursuant toconversion of Series A Preferred Stock shall include shares designated asCommon Stock of this corporation as of the date of issuance of such Series APreferred Stock, or, in case of any reclassification of the outstanding sharesthereof, the stock, securities, or assets provided for in subsection 2(C)(3)(d)above.

 

                **IN WITNESS WHEREOF**, theCompany has caused this Certificate of Designation to be executed by its dulyauthorized officer on June 5, 2001.

 

 
|   |   | /s/  Paul F.  Lidsky               |
|--------|--------|-----------------------------------------|
|   |   |                                    |
|   |   | Paul F. Lidsky, Chief Executive Officer |

 

 

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