Unassociated Document


    
       

    

    
      EXHIBIT
        4.15

      


       

        
          

        

      

      


      BRIGHTSTAR
        INFORMATION TECHNOLOGY GROUP, INC.

      


      
        
          

        

      

      


      CERTIFICATE
        OF DESIGNATION, PREFERENCES AND

      RIGHTS
        OF SERIES B PREFERRED STOCK BY RESOLUTION OF

      THE
        BOARD OF DIRECTORS

       

        
          

        

      

      


      The
        undersigned, being, respectively, the Chairman and Secretary of BrightStar
        Information Technology Group, Inc., a Delaware corporation (the“Company”),
        organized and existing under the General Corporation Law of the State of
        Delaware (“DGCL”), DO HEREBY CERTIFY AS FOLLOWS:

      


      Pursuant
        to the authority conferred upon the Board of Directors (the “Board”) by the
        Certificate of Incorporation of the Company, as amended, and pursuant to
        Section
        151 of the DGCL, the Board duly adopted, by written consent in lieu of a
        meeting, a resolution providing for the issuance of a series of 1,984,273
        shares
        of Series B Preferred Stock, par value $0.0001 per share, which resolution
        is as
        follows:

      


      RESOLVED,
        that pursuant to the authority vested in the Board in accordance with the
        provisions of the Certificate of Incorporation of the Company, as amended,
        a
        series of preferred stock of the Company shall be designated Series B Preferred
        Stock, to consist of 1,984,273
        shares
        with a par value of $0.0001 per share, and to have preferences, powers, rights
        and features as follows:

      


      Section
        1.
        Definitions.

      


      Capitalized
        terms used but not otherwise defined herein shall have the meanings as
        follows:

      


      “Certificate
        of Incorporation”
means
        the Certificate of Incorporation of the Company as amended and supplemented
        by
        the amendments and certificates of designation, preferences and rights from
        time
        to time.

      


      “Common
        Stock”
        means
        the shares of the Company’s common stock, par value $0.01 per share, authorized
        under the Certificate of Incorporation, as amended. 

      


      “Fair
        Market Value”
means
        the fair market value of a property as determined in good faith by the Board.
        If
        the property is a security, the fair market value of such security shall
        be
        determined by the Board based on the closing sale price of such security
        (or if
        no closing price is reported, the average of the closing bid and closing
        ask
        prices or, if more than one in either case, the average closing bid and average
        closing ask prices) on such date as reported in composite transactions for
        the
        principal United States securities exchange on which the common stock is
        traded.


      


      “MPI”
        means
        MyPublicInfo, Inc., a Delaware corporation with its principal place of business
        at 2020 North 14th
        Street,
        # 700, Arlington VA 22201.  

      


      “Net
        Proceeds” means
        the
        gross cash proceeds, and the Fair Market Value of any property received in
        connection therewith, of a Sale of MPI transaction, less (ii) all expenses
        thereof, including, without limitation, reasonable attorneys’, accountants’ and
        other professional fees, brokers’ fees, all reasonable expenses of sale, closing
        costs, appraisal costs, transfer taxes, recording fees, charges and taxes,
        including unincorporated business taxes allocable to such Sale of MPI
        transaction, the payment of which is deferred to be paid out of such Net
        Proceeds of a Sale of MPI transaction, and (ii) any reserves for such purposes
        as the Board of Directors of MPI, in their sole and absolute discretion,
        decide
        to establish. 

      


      “Net
        Profits”
        means
        the amount of net profits of MPI as determined under U.S. Generally Accepted
        Accounting Principles, minus any reserve as the board of directors of MPI,
        in
        their sole and absolute discretion, decide to establish, or any amount that
        the
        board of directors of MPI in their sole and absolute discretion, decide to
        retain or invest in MPI.

      


      
        
           

        

        
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      “Person”
        means an
        individual, a partnership, a corporation, a limited liability company, a
        limited
        liability, an association, a joint stock company, a trust, a joint venture,
        an
        unincorporated organization and a governmental entity or any department,
        agency
        or political subdivision thereof. 

      


      “Sale
        of MPI”
        means
        the sale of MPI to an independent third party (whether by merger, consolidation,
        sale of all or substantially all of the assets of MPI, or sale of all or
        substantially all capital stock of MPI.

      


       Section
        2.
        Designation;
        Shares Authorized. 1,984,273
        shares
of
        preferred stock authorized by the Certificate of Incorporation are hereby
        designated Series
        B
        Preferred Stock ("Preferred Stock").

      


      Section
        3.
        Dividends.
        The
        holders of Preferred Stock shall not be entitled to receive dividends.


      


      Section
        4. Liquidation.
        The
        holders of Preferred Stock shall not be entitled to receive any liquidation
        preference. 

      


      Section
        5. Voting
        Rights; Special Voting Rights.
        The
        holders of the Preferred Stock shall be entitled to notice of all stockholders
        meetings in accordance with the Company’s bylaws. Except as
        otherwise required by applicable law, the holders of the Preferred Stock
        shall
        be entitled to vote on all matters submitted to the stockholders for a vote,
        together with the holders of the voting Common Stock all voting together
        as a
        single class. The holders of Preferred Stock shall be entitled to such number
        of
        votes as shall be equal to one vote per share of Preferred Stock. Notwithstanding
        any other provision to the contrary in this Certificate of Designation or
        the
        Certificate of Incorporation, as amended, the prior affirmative vote of the
        holder or holders of at least 80% of the Preferred Stock shall be required
        for
        any action of the Company or its shareholders which: 

      


      i. would
        change or changes the number of shares constituting the Preferred Stock or
        would
        change or changes the powers, designations, preferences and rights of any
        shares
        of Preferred Stock provided in this Certificate of Designation;   

      


      ii. would
        result or results in the imputation of a dividend on the Preferred Stock
        pursuant to Section 305 of the United States Internal Revenue Code, as amended,
        or successor provisions thereto; 

       

      iii.  would
        amend this Certificate of Designation or create a superior class of stock
        in
        preference to the Series B Preferred Stock; or

      


      iv. would
        change or terminate Harold Kraft or Pat Dane from their duties, responsibilities
        and authority as MPI officers with the responsibility for manging the day-to-day
        operations and business of MPI, change or terminate Harold Kraft or Pat Dane
        as
        Directors on MPI’s Board of Directors, and such other duties and
        responsibilities assigned to them from the Board of Directors of
        MPI.

      


      Section
        6. Valuation
        of Series B Preferred Stock.
        The
        Preferred Stock is a separate class of the Company’s authorized stock whose
        value solely reflects the financial performance and economic value of MPI
        rather
        than the financial performance and economic value of the Company as a
        whole.

      


      Section
        7. Conversion
        Rights.
        The
        Preferred Stock is not convertible into shares of the Company’s Common
        Stock.

      


      Section
        8. Right
        to Net Profits.
        When and
        if the Board, in its sole and absolute discretion, decides to distribute
        Net
        Profits of MPI, the respective holders of Preferred Stock shall each be entitled
        to each holder’s respective pro rata share of the percent (the “Preferred Stock
        Percentage”) of the Net Profits of MPI; provided, that such Preferred Stock
        Percentage shall be adjusted from time to time to reflect any dividend, stock
        split, repurchase, redemption, combination or other similar recapitalization
        affecting such shares
        of
        Preferred Stock. The Preferred Stock Percentage will be 70% to the existing
        MPI
        shareholders as reflected in Exhibit A of the Stock Exchange Agreement inclusive
        of The Vantage Funds, converted promissory notes, exercised Company options
        and
        any options to be issued for future management compensation. The balance
        of the
        Net Profits of MPI (i.e. 30%) shall be distributed to and retained by the
        holders of the MPI Common Stock. 

      


      Section
        9. Rights
        Upon Sale of MPI.
        In the
        event that there is a Sale of MPI by the Company, the respective holders
        of the
        Preferred Stock and the MPI Common Stock, as the case may be, shall be entitled
        to each shareholder’s pro rata share of the Net Proceeds of the sale of MPI;
        provided, that such Preferred Stock Percentage shall be adjusted from time
        to
        time to reflect any dividend, stock split, repurchase, redemption, combination
        or other similar recapitalization affecting such shares
        of
        Preferred Stock. Notwithstanding the foregoing, the distribution of Net Proceeds
        may be made in cash or, in the sole and absolute discretion of the Board,
        in
        kind. Upon
        the
        receipt of such Net Proceeds, whether distributed in cash or in kind, the
        Preferred Shares, and all rights attendant thereto, shall be automatically
        cancelled. 

      


      
        
           

        

        
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      Section
        10. No
        Impairment.
        The
        Company will not, by amendment of this Certificate of Designation, its
        Certificate of Incorporation or By-Laws or through any reorganization, 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 Company.
        

      


      Section
        11. Replacement.
        Upon
        receipt of evidence reasonably satisfactory to the Company (an affidavit
        of the
        registered holder shall be satisfactory) of the ownership and the loss, theft,
        destruction or mutilation of any certificate evidencing Preferred Stock,
        and in
        the case of any such loss, theft or destruction, upon receipt of indemnity
        reasonably satisfactory to the Company (provided that if the holder is a
        financial institution or other institutional investor its own agreement shall
        be
        satisfactory), or, in the case of any such mutilation upon surrender of such
        certificate, the Company shall (at its expense) execute and deliver in lieu
        of
        such certificate a new certificate of like kind representing the number of
        Shares of such class represented by such lost, stolen, destroyed or mutilated
        certificate and dated the date of such lost, stolen, destroyed or mutilated
        certificate, and dividends shall accrue on the Preferred Stock represented
        by
        such new certificate from the date to which dividends have been fully paid
        on
        such lost, stolen, destroyed or mutilated certificate. 

      


      Section
        12. Amendment
        and Waiver.
        No
        amendment, modification or waiver shall be binding or effective with respect
        to
        this Certificate of Designation hereof without the prior written consent
        of the
        holders of two-thirds of the Preferred Stock outstanding at the time such
        action
        is taken.

      


      Section
        13. Notices.
        Except
        as
        otherwise expressly provided hereunder, all
        notices, demands or other communications to be given or delivered under or
        by
        reason of the provisions of this Certificate of Designation shall be in writing
        and shall be deemed to have been given when delivered personally to the
        recipient, sent to the recipient by reputable overnight courier service (charges
        prepaid), mailed to the recipient by certified or registered mail, return
        receipt requested and postage prepaid, or transmitted by facsimile or electronic
        mail (with request for immediate confirmation of receipt in a manner customary
        for communications of such type and with physical delivery of the communication
        being made by one of the other means specified in this Section 14 as promptly
        as
        practicable thereafter). Such notices, demands and other communications shall
        be
        addressed (i) in the case of a holder of Preferred Stock, to his address
        as is
        designated in writing from time to time by such holder, (ii) in the case
        of the
        Company, to its principal office.

      


      
        
           

        

        
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      SIGNATURES

      


      


      IN
        WITNESS WHEREOF, Brightstar Information Technology Group, Inc. has caused
        this
        certificate to be signed by the Chairman and the Secretary this 25th day
        of
        July, 2006.

      


      


      
        	 	 	 
	 	 
	 
 	 
 	 
 
	: 	By:  	 
	 	
                
Name:
                Ian Scott-Dunne
	 	Chairman


        	 	 	 
	 	 
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                
Name:
                James J. Cahill
	 	Director




      
        
           

        

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