20041015Application.pdf

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210 N. Park Ave.
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Winter Park, FL
32790-0200
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October 14 2004
Overnight Delivery NEW CASE
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Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington
Statehouse
Boise, ID 83720-0074
RE:Application of BullsEye Telecom, Inc. for a Certificate of Public Convenience and
Necessity to Provide Facilities-Based Local Exchange and Resale Interexchange
Telecommunications Services within the State of Idaho
Dear Ms. Jewell:
Enclosed are the original and three (3) copies of the application, including proposed Local
Exchange and Access Services tariffs, of BullsEye Telecom, Inc. for a Certificate of Public
Convenience and Necessity to Provide Facilities-based Local Exchange and Resale
Interexchange Telecommunications Services within the State of Idaho.
One (1) copy of the confidential proprietary financial statements and a listing of stockholders of
the Company are submitted under Seal as Confidential. Please handle in accordance with your
established procedures for confidential material.
Please acknowledge receipt of this filing by returning a date-stamped copy of this letter in the
return envelope provided for this purpose.
If you or your staff have any questions regarding this application, please contact me at (407)
740-8575 or via email at mbyrnes(illtminc.com. Thank you for your assistance in this matter.
Sincerely,
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Monique Byrnes
- Consultant to
BullsEye Telecom, Inc.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSIcMtli OCT is pori 9:
Application of
BullsEye Telecom, Inc.
Provide Facilities-based Local Exchange
and Resale Interexchange Telecommunications
Service Throughout Idaho
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AP PLI CA TI 0 N FORCER TIFf CA TE OF PUBLI
CONVENIENCE AND NECESSITY TO PROVIDE
FACILITIES-BASED LOCAL AND RESALE INTEREXCHANGE
TELECOMMUNICATIONS SERVICES
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Case No. BUL- 1-0lf-
CJ).SE
Pursuant to Title 62 of the Idaho Code and IDAP A 31.01.111, BullsEye Telecom, Inc. ("BullsEye
respectfully requests that the Idaho Public Utilities Commission ("Commission ) to grant the Company a
Certificate of Public Convenience and Necessity to provide local exchange and interexchange
telecommunications services within the State of Idaho.
In support of its Application, BullsEye submits the following:
Introduction
BullsEye is requesting authority to provide basic resold and facilities-based local exchange services
and resold interexchange service to both residence and business customers throughout Idaho in all
exchanges which are not exempt from competition. Bullseye plans to offer local exchange services
primarily via an unbundled network element platform (UNE-P) through interconnection agreements
with incumbent local exchange carriers ("LECs ). Interexchange services will be an adjunct to the
local exchange services that the Company is requesting authority to provide statewide. Should its
Application be granted, BullsEye plans to commence offering service immediately upon the
establishment of the appropriate and necessary arrangements with the incumbent LECs.
Idaho Local Application of
BullsEye Telecom, Inc.
Page 1
II.Description of the Applicant
(a)
(b)
BullsEye Telecom, Inc. is incorporated in the State of Michigan. The main address of the
corporation is:
BullsEye Telecom, Inc.
25900 Greenfield Road, Suite 330
Oak Park, Michigan 48237
Telephone: [phone]Facsimile: [phone]Toll Free: [phone]
Website: www.bullseyetelecom.com
All correspondence, notices, inquiries and other communications regarding this Application
should be addressed to:
Monique Byrnes
Consultant to BullsEye Telecom, Inc.
Technologies Management, Inc.
O. Box 200
Winter Park, Florida 32789
Telephone: [phone]Facsimile: [phone]
Email: mbyrnes(g)tminc.com
(c)The Applicant is a Michigan Corporation, authorized by the Idaho Secretary of State to
transact business within the State of Idaho.
(d)The Company s Registered Agent in Idaho is:
Corporation Service Company
1401 Shoreline Drive, Suite 2
Boise, Idaho 83702
(e)Officers and Directors
Officers and Directors of BullsEye Telecom, Inc. are provided as Exhibit C.
(I)Stockholders
Stockholders holding a 5% or greater interest in the Company are provided as Exhibit D
which is filed as Confidential.
(g)
BullsEye is a telecommunications company that is authorized to provide local exchange and
interexchange services in Alabama, California, Colorado, Connecticut, Florida, Georgia
Illinois, Indiana, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey,
New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Carolina, Texas, Virginia, Washington, West Virginia.
Idaho Local Application of
BullsEye Telecom, Inc.
Page 2
III.Exhibits
In support of this Application, the following exhibits are attached hereto:
Exhibit A -
Exhibit B -
Exhibit C -
Exhibit D -
Exhibit E -
Exhibit F -
Exhibit G -
Exhibit H -
Exhibit I -
IV.
Certificate of Incorporation;
Certificate of Authority to Transact Business in the State of Idaho;
Officers and Directors
Stockholders
Financial Statements
Profiles of Senior Management Key Personnel
Proposed service area map (Rule 112( c ))
Proposed Local Exchange Tariff
Proposed Access Services Tariff
Financial, Technical and Managerial Qualifications
BullsEye possesses the managerial, technical and financial ability to provide local telecommunications
service in the State of Idaho. BullsEye has the financial resources to enable the Company to
successfully provide local and interexchange telecommunications service in the State of Idaho and the
management team in place to manage this operations.
IV.A. Financial Qualifications
(a)By utilizing its current customer servIce, operations and management workforce and
infrastructure supporting its resold and facilities-based local exchange and resold
interexchange operations, BullsEye is financially and otherwise capable and qualified to offer
and maintain all of its tariffed services in its territories.
(b)The costs of Idaho operations will consist ofleasing UNE-P and additional administrative and
sales overhead. BullsEye is already operating as a local exchange and interexchange carrier in
several states. The incremental administrative and sales costs are not projected to be
significant for the Company. No new funds or capital will be required to expand the
Company s services in Idaho.
(c)BullsEye provides its financial statements as proof of its financial stability to provide the
required services within the State of Idaho as Exhibit C. Exhibit C is filed as Confidential.
Idaho Local Application of
BullsEye Telecom, Inc.
Page 3
IV.B. Managerial Qualifications
(a)BullsEye possesses managerial qualifications to operate a Competitive Local Exchange
Carrier within the State of Idaho. Biographical summaries of the managerial experience of key
members of the BullsEye team are found in Exhibit D.
IV.C. Technical Qualifications
(a)BullsEye s services will satisfy the minimum standards established by the Commission. The
Company will file and maintain tariffs in the same manner and form as required of incumbent
local exchange telecommunications companies with which BullsEye seeks to compete.
(b)BullsEye has experience operating as a local exchange provider in several states and
possesses considerable telecommunications expertise. Based on the Company s experience
and proven track record, BullsEye is certainly technically qualified to provide local exchange
service in Idaho.
Customer Service
BullsEye understands the importance of effective customer service for local service consumers. The
company has a toll free customer service telephone number that is available with live operator
response 24 hours per day, 7 days per week. BullsEye s toll free telephone number for customer
inquiries, complaints and repair is 877-638-2855. In addition, customers may contact the Company in
writing at the headquarters address.
The contact for resolution of customer complaints with the Commission is:
Mary Lou Barney - Customer Advocate
BullsEye Telecom, Inc.
25900 Greenfield Road, Suite 330
Oak Park, Michigan 48237
Telephone: [phone]Facsimile: [phone]
Email: bedwards(IDbullseyetelecom.com
Idaho Local Application of
BullsEye Telecom, Inc.
Page 4
VI.
VI.
Service Description and Anticipated Service Date
BullsEye proposes to provide resold and facilities-based local exchange and resold interexchange
services through the combination of its own facilities and the resale of other carriers' facilities and
network elements. The Company intends to offer service immediately upon certification and approval
of its interconnection agreement.
BullsEye s primary market is business customers. The Company intends to provide network bundled
telecommunications services which would include long distance service, local exchange service, and
selected custom calling features. In addition, the Company ensures customer access to emergency
services such as 91l/E911 , operator services and directory assistance.
BullsEye intends to offer service in the geographic areas currently served by Qwest Communications.
BullsEye will mirror the basic local calling scopes of the incumbent local exchange companies.
Public Interest Standard
Grant of BullsEye s Application to provide facilities-based local exchange and resold interexchange
services is in the public interest and serves the public convenience and necessity. In enacting the
Federal Telecommunications Act of 1996, the United States Congress determined that it is in the
public interest to promote competition in the provision oftelecommunications services, including local
exchange services. Experience with competition in other telecommunications markets, such as long
distance, competitive access, and customer premises equipment, demonstrates the benefits that
competition can bring to consumers. Consumers are enjoying increased services, lower prices, higher
quality, and greater reliability. This is true not only with respect to the service offerings of the new
entrants, but also as a result of the response of incumbent monopoly providers to the introduction of
competi ti on.
BullsEye s proposed services will provide multiple public benefits by increasing the competitive
choices available to users in Idaho. Enhanced competition in telecommunications services likely will
further stimulate economic development in Idaho. In addition, increased competition will create
incentives for all carriers to offer lower prices, more innovative services, and more responsive
customer service.
Idaho Local Application of
BullsEye Telecom, Inc.
Page 5
VIII.Waivers and Regulatory Compliance
BullsEye has reviewed all of the Commission s rules applicable to competitive local exchange service
and interexchange service providers and agrees to comply with those rules except to the extent the
rules are explicitly waived for BullsEye or for all carriers in the same class. Specifically, BullsEye
requests exemption from the following rule:
(a)Reporting Requirements
BullsEye further requests waivers of any reporting requirements which, although applicable to
incumbent LECs, are not applicable to competitive providers such as BullsEye because such
requirements: (1) are not consistent with the demands of the competitive market; and (2) they
constitute an undue burden on a competitive provider, thereby requiring an inefficient
allocation of its limited resources. In addition, BullsEye reserves the right to seek any
regulatory waivers which may be required for BullsEye to compete effectively in the Idaho
local exchange services market.
Idaho Local Application of
BullsEye Telecom, Inc.
Page 6
IX.Conclusion
This Application demonstrates that BullsEye Telecom, Inc. possesses the technical, financial and
managerial resources to provide local exchange and interexchange service in Idaho.
Wherefore, BullsEye Telecom, Inc. respectfully requests that the Commission:
grant BullsEye authority to operate as a provider of resold and facilities-based basic local
exchange and resold interexchange telecommunications services within the State of Idaho;
grant the waivers requested in this Application; and
grant such other relief as it deems necessary and appropriate.
Respectfully submitted
BullsEye Telecom, Inc.
Peter EaRose
Vice President - Finance
BullsEye Telecom, Inc.
25900 Greenfield Road, Suite 330
Oak Park, MI 48237
Idaho Local Application of
BullsEye Telecom, Inc.
Page 7
BULLSEYE TELECOM, INC.
Exhibit A
Articles of Incorporation
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This is to Certify That
BULLSEYE TELECOM JI INC
. was validly i:nt::orporated on April 2000, as a. Michigan profit corp or at:ionand' said corporation is validly in e:d.:::teTtC:e under the law:;: of this State...
Thi.:; certificate is 1.s!:Ued to attest to the fact that the corporation is in. good Sta:ndingin this office as of this date a.:n.d is duly authorii:ed to tra:J'?.sact business or conductaffairs in Michigan a:n.d for no other purpose~ It is in the usual form. made by meas the proper officer" and ii' 'entitled to have full faith and credit given it in everycourt and office within the United States~
In testimony whereof, I have hereunto set hand and affixed the Seal of the Department
in the City of Lansing" this 25th dayof April ~ 2000.
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This is to Certify That
BULLSEYE TELECOM INC.
was validly incorporated on April3, 2000, as a Michigan profit corporation, and said corporationis validly in exiStence under the laws of this state.
Tnis certificate is issued to attest to the fact that the corporation is in good standing in Michigan as of thisdate and is duly authorized to transact busin3ss or conduct affairs in Michigan and" for no other purpose.
This certificate is in due ronn made by me as the proper officer, and is entitled to have full faith and rxedit given it in every court and office within the United States.
In testimony whereo~ I have hereunto set myh::md, in the City of Lansing, this 25th dayof .!anuary, 2002
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GOLD SJ=...AlAP?Eft.RS ONLY ON ORIGINAL
Bureau of Commercia! Services
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r:..J ; :MICHI GAN DEPARTMENT OF CC~SUMeR AND INDUS7RY SERVICES
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CORPORA T! ON I Sc~DRrT!2S AND LAND DeV~La?MENi BUREAU
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;D.a te: Rec!! i \led
(FOR BUREAU USE ONLY)
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::JNGrme ;Brandan 1. C~hill,
Dykem~ Gossett PLLCAddress: 1577 North Woodw.rd, Ste 300
Bloomfiel Hills MI 4~304 FFECTrVE DATE:
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OOCUMENT wru. BE RE1'tJRNE'D TO NAME.A.ND A.lJD RSS rND1CAr~ ABOvE
RESTATED ARTICLES OF rnCORPaRA.nON
For US~ by Domesdc Corporatiou
Pur:n.umi It: t/;~ fl""VIsiDIU of Act 284 Public Act:; of 1972. tile wu/=.iped ClJJ7X1roJiclf a..-= Tir.lalltJwiJ:g Articles:
Thi: p~ent name or the corporation is:
BT Merger CoInpmy
Tne identiiica.tion number ~gned by the Bureau is:
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296-45 A
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3'~.All fonn~ n~r:$ of the ccrporation are:
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N/A
The-date of filing the original Articles ofIncOTpar3I1on was:
April 3. 2000
The fo llcwing Re.!tal2d II. rock: af IncD7'p07r:uIQn
mpm ede tlte Anides of lncarpo raiiDnas amended and shall b~ the Articks of InCDrporotion
for lhe corpoi-azion
ARTICLE I
Name
The name of the cO!'porurion is BullsEye Telecom, Inc.
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ARTICLE n
Purpose
. The punyosc or PII!jJOses fer which thccarpOratiOD is arga.niz=:i are to ongagc IT: my activity- within ~Fu.'Po= fer which c:JrpOooons ma.y he roImd uni:i~!he Busin::", CCIjX)r~en Act 'Ji 4':l..": O'~"'.!.'I'.lJ.
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A.-RTICLE'
Autboriz= CapiQ.!
, T.h:tatal autho-ri..z:::i capital stock of the corporatioIl is 11,990 000 sharer; of Cammon Stockand 1 0 000 ofF-r:f~~Stock.
A st!!!eul:Jt of all or any of the designations and the power:;,
pr-...f=-et=:;and rights;artd thequaIi11caricms, limituricns O!' ~ctiom f is follows:
Pref'eITed Srock
1. pan,,"" in Sm~,Tn!') Prcfcm:d Stock may be issued in one armor-.. seri~ and thesha.= of all se:n=s will =k equ;iJly and be sub!ltmltiaUy identical in all ~ts, =:pt ti= withrespect to each serlO'!! thcBa1l!1i cf~ may fui;, amnng Othe:r thin5",the divi~ds ~1~ th=on, the times and prices of ~""'!1p tion, if any, the:iImcwt payabl~upan iiqciliarion. the: !":ti.rcnont or sin In fund, if any, the ==ion rig!ns. if any. the =tricri om. if any, en the pa:ymcm0 f di vi or 1D retirn::ncnts 0 f jUIri or".ocl:;, ihe limi Wi a ns. if any. on the c:rea:tim:I of indci:i I!:..*, or the i&s 1J:in;:c a f ita ck of equal OI' prior l'!Ink. and th:: 11 umber of sb3re:; to co mpris e eat: h seriea." 2, Qivi ~d Ri !!h~' 'l'hc Eo ani ofDrn:::ta rn is authorized to detenn,ine whcth f:r, ami thet=s and condiucns upan which, the sh= ofPn:f~ Stock of each series will be entitled ~=ve divid::nds, and 'wh=ther sucl1 divid..."nds shall be o.nnu11ltive.
EsiQlI!DtiQ1:! Provt~~The Board ofDin:::t~ is authorized to det:tminc wL'"thcrand the te:..mS and condition:; I1non whit:b, the s!mn::s of n-...f:...Stock or =II seri:s will haveredemption rightS. The sh.a= af?rcf:rri:d Stock of cach series, ifred~Jc, wi1! DC rcd ablcax a 1im~ so fixed. and ~-=ined, in who lc or in part, and. by lat or in such other maImer as the B o3rdofDi~tcn may de~in=.
4. SinJgnuup.c!. The Board cfDirectDr:; is authorized to d:t=ine whether. and thetc= an d ccTIdi ti a I1S \.!pO n whir:h, the sha. '"eS 0 fPre ferred Srock of eazh s en es shan be :nri tl cd to theberi:5ts of a retirement or sink:ing fund.
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. 5. Coi:lv~.ion !t=. The Bo.ard ofD4-ectorE is authcriz~d to d=~'.,.l:p,::'Nh~~.:r "J the tcnn.!! and c:J::!:;i1icn:; UFan wmch, th= sh= af Prcfc;:red Stoei;: af ~lOCil S::i5S sh:;.il h~veconv:nnon or ~Xctlange ng.."1.!S.
6. Vati.ng !W;h.g.Thc Bow of uC'"..tu
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is authorized to di:".....,inc wh:.7th:-;, and thet=s a,fjd condi nom up aD whi i:h. the si1ar-- a f Prefer:::d tad: a f "" c.h so::!!! snali haY e yating ri gn tZ-
7. ~.:rJ The BOard aiD!: .%cts is authcriz::d to ci=tetmi, '1 e any oth:r ~::tI::.'J,
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relative, pa..-ri";iJ8rin~. optiOIW orotJw. sp=cial rights,and qualificatior.s, limitaricn;;
ot ~I..-iet:ioru;relating to the Pref~;.Stock, or any series tb i; as shall aot be im:ons~t with ~ A.rticie illor Mkhigan law. The!cnns of;my series ofPr:f=r::d Stock may b-eamended without conJ!~ c f thehalder:s of any other seri:::; PT:i::.,:;d Stock Dr ofthc Ca=an Stock, provided such amendmentdoe!; not substantially advc:se!y affect the hclri:::JJ of mch other scri=o of P-refc;::;"d Stock: ot:' theComman Steck.8. .sue Of~Cd ~:':oJ A~ :'tk,,;a!Sh ~"0 1;1 .e Se:-;~, ghar---.of any series of Prcf~..ed Stock wiricb. have ~n issued iW! reacquired in any !lWmcr, inch\ding511= red=ed by purcba.s~ Cwhc'.h.cr through the opc:...tion of a retirem~t or sinking fund orotherwise), wjlJ have the sta.tn.g of authoriz~ and Pr-..f:m:d Stock and may Itcrei.ssu:::d asa pan or the: sent:!; or which th:y were origimilly a part or may be reclassified into and I"'"-lssued 8.!t apart of a. new series.
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9. .Arti"qips ofmC\)rnQr:;):ion.Any'rooo!ution afthe Board ofDi=mt:!establishing and d.~ gp R",", g a se:ic:.: ofrnfe=d S tack and fi:ing and dC'"..aanining therel:w ant zigh m;md~:s fuereo f 1iliall be IIpJJroptUteI y fiied with the State fMi chigan a:;; an Jm1 ctu:lI:!l=tt mthe A.rticl=s. ofln~rpcration.~t--.
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Common Stock.
Subject to the prct1:rcn= accarded the holders afPn:f::red Stock p14"5Wn1: 10 the Articles orIncorporation or a.cU on of the Board of Dirc::to IS taken with respect to such =f~ ho!d= ofCOIlJrnon Stock an: :ntitbi to r--cive such diVidmlds as may be declared by the Board ofDiI=toroof the corpmaticn. ftom time to
time. Subjc:::. to the pmi:rCJc;::; provided in the Articles Iru:Qrpcraricn or action afthe Board cfDiI--tors tak~ with. =peet to :mcn pref~c:::;, in t:he.:vcnt0 f any !iq l1idati on, wssoll1uon or winding up of th e eorporatio!'~ the he dim e f Common Stock wiIlbe entitled to receive Em r-,--fa :ill the: rc:maining asaett or the corporation s:vailable far di:;tributicll.Holder::. of Cammon Stock shallluve
equal voting and C?th~t" right:! share for share.
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The add;=iind rn.a.iHT1g addr!!l:a of the initial ~:;is nf~is 26935 Northwe.i;t:ffiHigtnvay, Suite 520, Southfie!d, MjChj ~il 48034. The na.~ oftheiniIia1 idcm ag=t is ?~L..,. fr-
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.ARTICLE V
L~tanon of Dire=--.nr Liability
No dir=or of the COit'oration be pr.onalJy liable to the corporation or its share.1ro!1b-sfor mcney d:unagf2!! for my a.ctiJJn takl:n, or any failure to take any action, e:tc::pt liability fur any ofthe following: (1) the !!mount of a fin!mc:ial bl:Il:"G,t r1:C::ivcd by a di=!or to which h: or she i.o; notentitled; (2) intentional infliction ofhaIm on the
c:n-paration or its shareholde:s;(3) a violation or51 of the ME CA, MCLA 4S 0.1551. MSA 21.2 aG( 551); or ( 4) EIl intelnional via lation of cri!:cihaIl.a.w.
If th:: MBCA ho:\' =a'te:-is amended to O!1!thcriz: the furth:r elitninatian or limitation a f theli;ability of directors, then the liability of a dir--.ai" of the
, CDtpO!4.tion, in addition to the limitation onp=cnal Jiability contained h=in.shan belimired to the fullest cxt:nt permitted by tho am"",dciME CA a.!I so am ended. N c am endm1:!;lt or rep eal 0 f tbj s Ani c Ie 11 shall appiy to ar lmvc: any "-ffilct0 D.me !lability or aJ1e~ liability of any !fu:::t oDr af the 011 fuf or with respect to my ru:::!I orcrmissions ofsuc:h oo...~gpriorta such am~~t orr:p~1.
.ARTICLE VI Caxnpro~ .A.rnngement, or PiaIa ct'Reorguizadom
Wh::m:ver .. =pron:rise or attang ::men! or any p tan a f =!O"-h i ?".mo of thi! CCrpomriOIl isproposed berw this CDrpOTation and its =ditars or any c1a!s of them and/OT bot'ive:ln thiscetporati an and its
shan:M kbt or:my class c f tb:m, any CtlUrt of Cquity j urisdicti en within 111 eStateof Micl:ci gaD. may, an the app Ii carl on of this co Ip 0 ra.tic n or 0 f any c:redi tor a, any sh3rebo lder th=i;or on the application of any r=jVC2: or rcc:ivm appcimcd fur this carpc!1l.Iion, order a m=ng the cre:ii torso r c la..os a f creditors, and! or of th:: sha.-e. '10 1 or c:kss c f sharcho! d as the caSe 1DJ1.yb1:, to be affi:::T.::d by the proposed compromise or amm~ment or reorganization, to be S1JImnon::din sl.lth manner as said cotIrt directs.
If a majarity in n,umb=r, representing tJJrco.-fourths (3/4) in V"~lle of the crcdiIOrsor c!a.cs ofC!'ciitQn;, and! or of the sbarehoid..-.:; or cl
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of .ilia..-.:holde;~as the IIIaY In be aif~ by t!u:propose::! Q:JlI1promise or arciDgemen! or rg""ization, a,.~to any CDmpromis: or a..ang=Jor to any reorganization of thi; ~tp cratj 0 n as aeons c:qu~c I: 0 fsw:h C Dnrpromis eor ammgem erI t.said compromi,sc or an-GIlgcincm and said ~rgmrizatiCl!l shall, if s:mctioncd by the ~Urt to which
(34,/20/00 17 : 52 BL:L!....S2YE T;=J =COM ~ 516349(3:)--:2::J Nt...1 . 4...:.::J r-Q..L .:.t
A..~TIrr,vn Corporate Action Wrthout Me'S~g of Share9Did~""S
th::-s.aid apphc:tion ha3 be::! Imd::; b~ binding on all ti;e
.:.. ...
dito;~or ::1a::.5 of cr=diiOTS. and/or OIl allth~ shar-:;holders or cias.s of ~-ehold~ a.s the C2.Se mzy bei and ilia. an this ~ora.tion.
il:n.y ilCtion required or pcmitted by the MBC-'\. to be at an annual or spe:::al of snal"".h o!d=
=y
be taL'":1 'Nithout a Q without prior no tic: and without a vote, if a c::::J I1SQltin writing, scrtiug forth th:: action so tak:n. is rignoc! by the hold:::o of O\ltStj111g1"g stock hav-'.L""\::;netbss than the IIrin+a:"U:p.number ofvctc-.. that W'ouid be cC:::-oSary to authorizcD! th: actiCtl at:!I!:~tingat which all sh.ar=s entitled to vote tb.~n were present !I.IUi voted. - The wrii:t::n CCDScioshall b =- the date of si gnai.'1Jre-- of each s!uIre ho ldcr who signs the etmsent. No writt::;: rollS!::!!::; shallbe effective to take the coIpOratc action rnf::"l.,a to tmI=, wiihin 60 da.yo after the ~iJrd '"'",re fer.e-=irring shareho Ide:-., emi.tI.ed to exp= conscm to or dj .so::::ttfrom. a. proposal wi tho llt a m e:ti ng,wriit=n i:Dnsc:m dated net marc than 1 0 days before the re::ord date and si
gned by a. suffid ent numberof shs:rclloJdrn to tak!: the action ~dc!i\l to the: corporation. Delivery shall be to th::corporation' 5 ~ered. omc:J. its priDcipa.! pl= Qfb~ or an offic::o: or agent of the corpQTI!tjenhaving- custody af the minutes af the jJTOCe:dingE of its shareho!~. Dd.ivery made to corporation s re~o:te..;:,l office shall by hand or by certified or register::! mail,
retl4'"1l =ciptrequested..
' .. '. - ,
Prompt ootic:: of the: taking of th~ cotpOr~ action without 2. m...~ting by legs than IJJ'l~M 1mowritten coPSent shall be given to shm-cbcJ.d=z who would have mtitled to notic::: of the$ b.a..'7:ho !d... '"I'=dng if the ~cn had be..'"Jl t ~J=.at III me:ti1lg and who 1m.ve 00 t ==ut::d in
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'lansing. ftticbigan
This is to Certify That
BULLSEYE TELECOM; INC.
~o/as validly incorporated on April 2000 as a Michigan profrt corporation, and said corporationis validly in existence under the laws of this state.
Tnis certificate is issued to attest to the fact that the Gorporation is in good standing in Michigan as of thisdate and is duly authorized to transact busin2ss or conduct affairs in Michigan and for no other purpose.
This certificate is in due form made by me as the proper officer and is entf./ed to have full faith and credit
given it in every court and office within the United States.
In testimony whereo~ I have hereunto set
h;:md, in the City of Lansing, this 25th day
of .1anuary, 2002
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7'~ f7)
tf' Directcr
Bureau of Commercif1! Services
Got!) SE.'U. A~5 ONLY ON ORIGINAL
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~""-""'...._.n MICHIGAN DEPARTMENT OF CONSUM2R AND INDUSiRY S2RVICES
CORPORA iI ON I S=CURrT!~S AND LAND DEVELOPMENT BUREAU
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(FOR BUREAU USE ONLY):DCi te Rec~' 'led
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JName :
.Add res:s :
Brendan 1. Can i t 1
Dyk!ma Gossett PLLC
1577 North Woodw~rd, Ste 3DO
Bloamfi eld Hills . MI 4~304 EFFECTIVE 01\ TE:: L ~ .. , " 'n J.Ttl.J~ 'i , ,Jr. , i t l' f '411 rrr~
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, \ , I J.,17'= -rrJDOCUMENT W!LL BE ~JRNE!:) TO MAlviE AND ADCRESS INDlCAr~ ABOVE . .;....l......l ' 1 11 i ,
REST ATED ARTICLES OF lNCORPORA.nON
For use by DomesUc Corporatiou
Pur:numt ta thll p:rr7\luioru of Act 284, Public A~= of 1972, dt.~ wuJer:igned cfJ1POrrw:an aecues lire jDJiDwin: ArricitZS;
Thi; prr.:sent name of the:. corporation is:
:aT Merger Coznpsny
Tne i~..,tiDca.tion number ass1iIlcd by the Bureau is: 296-45A
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All fonne-.namc:s oftne ccrpcnttion are;
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The date of filing the original.Artid=s of Inc Oiporati on was:~ri1 3
, -
2000
The folIcwmg Rcta12d Article:; of lncorpararion S'UpeJ'"Serk the A.rrides oflhcarporo:i.iDna:; amended and shall be tlv: Aitides of Incr:J'rporation for lhe COrptJrolion
ARTICLE I
Name
Th~ a~'"11e of the corporation ~ BullsEye Teieco~., Inc.
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ARTICLE II
Purpose
. The pUrpose or purpose!! for which thccorporatiot! is orgarozed are to ~gagc in iII1Y activity. within the purpc~ for which corporations. may be formed under !he Busino;s Carpor~on Act orIvfichi gan.
ARTICLE ill
Autnomed CapiUl
The: total autborized capital stock ofth.e corporation is 11,990 000 ofCammcm Stockand 1 0,000 ofPrcf~ Stack.
SUltCID:nt of all or any oftb.edesignatians and the pow~ pr:f:ren~ and rights ' and tilequsli:ficaUons., limiwicns en- r-..stricricns th~f is. as follows:
Preferred Stock
1. lasuanc~ in S~es. ThcPrefe:..~ Stock may be issued in on~ or series the~of all.se:i::s will rani;: cqu;illYand be substantially idcnticaJ. in aU o:xz::pt that wl'tbresp~ to each serle: the Ba&1i of Directors may fix. a:nong other thinE~the diVid...~ds payabie th=-z~the times and pric:!l! of redcnption, if any, the: atDOIJnt paynbJe upon liquidation. th~ r:tircDct or .miri fund, if any, th.\, C!JIIVe:r5ion rights, if any, the re2trictions, if atrf, on thcPJtYI!1=tt0 f ill vi dends or to ~Clts a f j unicr steck, iJw limi Wiens. if any, on the cmttian of i:nd61a.-m.", 9or the issuance af stock af equal or prior rank, and the nw:nbcr af shares to comprise each se:ri.ea
l2.ivi~d JU~. The Boa.-d ofDm:ctcrs is authorized. to determine wheiher, and thet=s and conditions II:Ca:l which. the shares ofPn:femd Stock of each series will be ~title:d torecdv~ dividcn~, and wh~J1~ men. dividends shall be C"Umulative4
3 . &Ii ~!lWticm Pm vi~!b The Board of D ire::t ars is authorized to dt2nninc wheth c:rand the: t= and conditions Ilpon which, the shares of P!"ef=~ Steck of =h series will havercd=pri on righrs. The s~ of f en en Stock of each series; if red~mab Je, will be n:d=:1h at a rim~ so fixed. and ~Line4. in w he lc ar in part, and. by lot ar in such 0 ther manner as the B oa.T"(jof Di~ton may ~!erminc.
4. Si111ciT1!~ Func\. The Board ofDirecto!'3 is authari2cd to determine whether. me;! theteI'!:iJs ~.,d ccndltiol'..s UDOn which, .the shares ofrnferred Stock of e""d.:h series shall be =nritled to thebenefits ora ~ti.rem~t or sinking fund.
....
. 04/20/00 17: 52 BULl...S-=-Y= ~i F':Uf1 -jo b.L~::1C'::~:;:J I.......,.
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5. r;J,,~.r~jpn Rjgh~. The ,Board dfI:rL.-e=torE is authoriz~ to ~fuir.e wh~J:=, andthe t:rms and concihicm.s upon whicl1, the sh~ af Pref~tf dj Stoc~ of ~h se:1e$. shall haveconversion or ~xchang~rig.hn;.
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. The:Bo.arrl of ir:=tO~ is authorizd:i to de"~...;.nc whether; and thetcrtns and condiciom upon which, the srUlc.~ ofPn:ferred Stoc..~ of sd~ shall h2.vt: Yoti.~g rig.;'~
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e O~uO u~""tOrn IS auI..40~:;u I.4J \J.C..emune any otnerpre:.e:r=n.~ ana
relativ~ parri ip!"icings opticrual or other sp=rial rights, and q~ificatiO1'1S, llinit4ticnsor ~:;aiC'donsrelating to the rnfm=d Stock, or any seri~s thereof, as shall !lOt beinc~:msi.s--~t \%lith this A..rtil::ie ,orMichigan law. The tc:ms of any s--ri~ oiPrcf~ Stock may1re amended without CtJI".s~ of theholders of any other seri:s ofPref:::red Stock or af the Common Stcc~ provided such am::mdmentdoes not sub~tially adv~ely affect the hold.:rs of such other series of Pref~7~Stock or theCornman Steck:.
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of any sc:ic-J or Pref~~~d. Stock which hEve ~TI' issued and reacq~d in any m&m::r~ includingsr~ red ed by purchas~ (wh~..h.r:r through the operation of a, retirement or s::i.nkJng fund orothc:rwise). will have the stanIs of authorized and uni$su~ rnfi:rr~ Stock cu,d may be reissued asa part or the series of which they were origiruilly a part or may be reclassified into and rc:issue:ri as apa.rt of a new sene:s.
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9, ..Am~ ArJislos o(Jncmpc~oQ...Aany'r0801ution of the: Board of~mr!establishing and ck:sign2riT1g a. 8e:'ie:; Of?!'c kuwii Stock and fi:clng and d~-ennining the rel:vam rightS.
and ~ i c:-=n th ere 0 f shall b e appropriate 1 Y fil ed 'With the S ~ k: 0 f 1Mi chi gm as m Sl en dIn ~ tthe: Articles of lncot'ponmon.
., ,- - ' "
Common Stock
S ub j cd; to th e p 11: f ~ ~ 1.C1:S accorded th e he ld.er:s 0 f Preferred S to c k P UISUan t t c the Ani c1 es Q fIncorporation or action afthe Board afDircctorS b.k\:Il with re~t to suchpref~ holde:~Common Stock are =nntlcd to re::eive such dividen.ds as may be la.red by the Board of~to:rsof the c~raticn ft'om time to tim::.. Subject to the preferences provided. in the .A.rticle3 ofIncorporation or action of the Bo.ard af~tors'take:n with ~ect to such preferences, in the;=ventof any liquidation, clissolution or winding up of the corporation, the holders afCDmmon Stock willbe entitled to ~c~vc pre !Tx~all the:: rmnaining aszets of the corporation available for distribution.Hold~ of Common Srock shall have equal voting and otht:r rights sh~r:for shsr:.
~L4/20/ 00 17:52 BU~"':"':::=Yl::. I ~WM -, blb-54~::k::J I'i'-i. --.:....i ~J.....J .
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red Omc~~aDd Reaicent .A2~Dt
The add:-~and m.a.inrrg addr:ss of t.h~ initial r:affit~ is 26935 North\~f~te~11Highway, Suite 520~ Southfiel~ Michigan 48034. The na.-ne orthe initial ~id::m ag=t is Pe~ If-
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A.RTICLE V
Limitation of Director Lj~illiy
No di~AA ofilio c:orpomion shall be p~~nal1y liable to the corporation or its ~-ehcl~for money dam&g~ for my action tak~ or any failure to tab any action, exc:~t liability fer any ofthe fonowing: (1) th~ . amount of a fimmcial bdl"cnt r~:iv=rl by a di~toI' to which he or she is not
entitled; (2) int=nrional infliction ofhann on the .CDrpara!ion or its shar:holders;(3) it violation ofg551 of the JM:BCA, MCLA. 450.1551,!\1SA 21.200(551); or (4) an intep.tional violation of crin:rir~law.
If the MECA. h~.:::r is amended to authori~ the furth:r elimination or limitation of t1reliability of directQ~ then the liability of a ~~r of ml:c.orpor~~ m addition to the lirrj!ation onpersoI"'wl Jiabi1iry C$ntaincd herein,. shall be limited to the fullest =tcnt pe~)Ti itted by the am~riedIYfBC.A as SO amendct. No amendmClt or rr:peal of this Article V shal.1 apply to or ~-vre any 0 n th e liab i li ty or all e liab ility a f any d.ixcctD r a f ili e c orporati 0 n fur' or wi th t to any a.c;t3 oromissions of such occ'"mmg prior 'to such a.."I1e:tdment or I'cpc::U.
A..R TI CL E
Compromise, .An:-ugement., or Pian at ReorguizadoD
VIh~ever a comp1"OIr1ise or ammge!!l.e:lt or any plan ofrem5imi7~rion of this corporation isproposed berwe:n this corporation and its creditors or any class of them and! or b~thiscorporation and i~ siuIrer~id~rn Ot"any class of~ any cuurt of equity jurisdicrion \Vifuin the Stareof Michigan may, on the a;Jplication of this corpora:tion or of any creditor or any shareholder thereof:
or aLl the applicarian or my rec:iv':ror r~iYm appointed for this corpor~an, order a me:ting ofthe creditors or class ofcreditors and/or of the ~...hol~ or class ofshareholdC!';5, as thecaSems.ybee, to beafft:ctai by the pro~sed compromise or arran~ment or reorganintion, to be s1lmmQnodin such manner as said court directs..
If a majority in number" representing t.hre~-fQurth.s (3/4) in value of thecredimt"S O!' cI2-sScreditoISt and! or of the ~hol~ or class or ~l~ as the may be~ to be aff~~ by tireproposed compromise or a.mmgemen! or reorganization., a~ to any compromise or arrnng=n1Cntor to any reorga.~tiQn or this co-rpcration as a. conscqucmr:: of sucll compromise or ma:ngern~t,said compromise or arrangcmcmt and said reorga."jzadon shall, if ~ctioncd by the court to whiCh
04./2~i/00 17 :52 BL.:l..L YE TR mM
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61534:1852j NU. r-~l"-!-
AR 11 CLE VII
COrponrte AcnonW"rtiumt MeetUag-cOf Sharehoide:-s
the- 5aid appIic~on has b==n InJUi~7 be binding on all tho c.r~IQ;~or cl;;ss or cr::djUJj,~and/or on allth=: shareholders 01" cl ass of ~hareho as the-case rmv ~. and also on this wnm::7.;j,ion.
.. . '
AI1y action ~uired arpermitted by the MBCA IO be taken at an ann~ or sp::ial m-=tingof shareholders rmy be ~-n withoUt a meetir~ \VithoU! p~.or notice and vvithaut a vote, if a ~n..4tQ1tin Vlriting; setting forth the action so tzl.c~ is signee by the hokiz=5 of outstarH1fng stock ha~.:.ng nct1:88 than the minimum number of yotc'J that would be nec~ary-to authorize or taJc: the action at m~ting at which all shq~entitled to vote thereon were pr=sent and voted.. The writt~ ~~cnt)shall bear the date of sig:nat?~ of ~hsha:reholder who signs the ccnsem. No wr1t"um c::m2~= 3;;,~1be effective to take the corporate action rcfc:rcd to unlc-:.s,within 60 days, after the record dare -fordc=mining shareb.o lde..~entitled 00 ~~t~s cons::nt to or di~s.~from a. proposal without a m~ring~writt:n CDnscnt3 dated not mcrcthan 10 days before the record date and signed by a 5Uffiti~t.numberar sharl:holders to tak~ the action arc dcliv~ to the corporation. Delivery shall be to thecorpor~on ! s regis!rmd office.. its principal piac: ofbusIn:ss, or an offic~ or agent of the co1:pcrctttionhaving custody of th~ rninut~ of th=~dings of its shareholders. Delivery made to corporation s regist
:::::~
offic:: shall be by hand or by cmified or registered mai~ renLl"11 re:ciptrequested.
, " -
Pmmpt notice of the taking or the COtparaIe action withaut a m...~g by l~ than W1::1?'1 imowritten consent shan be given to shard1old~ who would hav~," entitled to notico of thesharcholde:: m~g iftheacricn had~ t.9~at a and who have not ted. in ~ciE:nf
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1Lan~ing-D .ffiicbigan
This is to C~rtify That
BULLSEYE l~T PCOM ~ INC.
was validly inr::orporated on April 2000 as a. Michigan profit corporationand said corporation is validly in existence under the laws of thi!: State..
This certificate is issued to attest to the fact truzt the corporation is in good sta.:nd:i:n.gin this office as of this date a.:n.d is duly authorized to transa.ct bt!.Siness or conductat fairs in Michigan and fer no other purpose- It is in the USUllI form, made by meas the proper officer" and is' enritled to have full faith and credit given it in everycourt and office within the United States.
In testimony whereof, I have hereunto set
hand and 0../ fixed the Seal of the Department
in the City of Lansing, this 25th dayof April, 2000.
173 0491513
;j
ilL Director
ation. Seellritie~ and Land Development Bureau
r..nln'CAi .nn"'~,..,r'
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Care R !;ceived
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY S;=RVICES
CORPORATION , SECURITIES AND Lil ND DEVELOPMENT BUREAU
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48075
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EFF E CTIVE' DA TE:
ARTICLES OF ORGANI2.A TION
For use by Domestic Limited Liaqility Companies
(Please read information and instructions on last page)
Pursuant to the provisions of Act Public Acts of 1993 the undersigned execute the following Articles:
RTiCLE!
5/-
ihe name of the limited liability company is:ENTERPRISE NETWORK SOLUTIONS, L. L. c.
~TICLE
i-'he purpose or purposes for, which the limited liability company is formed IS to engage in any activity within the purposeswhich a limited liability company may be formed under the Limited liability Company Act of Michigan.
~TI CLE III
he duration of the limited liability company is:
=ZTICLE IV
PERPETUAL
The .address of the registered office is:
1000 TO~ CEN ER. SU 2700
(St:eel Ad=~~ssj
SOUTHFIELD
(City)
, Michigan 48075
(ZIP Code)
The mailing address of the registered office if different than above:
(P.Box)
, Michigan
(ZIP Cede)(City)
, The name of the resident agent at the registered office is:JAMES E. ROMZEK
~TI CLE V (Insert any desired additional provision iJuthorized by the Act; attach additional pages if needed,
J- 7Signed thisc::~~day of MAY 19 99
(Signature)(SigniltU/e)(Signature)
WILLI~~ H. OBERLIN, MEMBER
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Q6/16/1999 MICHiGAN DEPARTMENT OFCONSUMER
;;ND :NDU2TR'2:':~\/;( Ir~11S 01461987'CORPORA TlaN, SECURITIES AND LAND DEVELQPME:.r:- ~c;R.2j 1eF R!JMZEXi'-~~
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Total $15.
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Zip 'Code:?OUTHFIELD MI 48075 EXPIRATION DAT~ DECEMBER 31 . 200 ~;:::ument will be returned to the name and address you enter above
rP'
CERTIFiCATE OF A.SSUMED NAME'For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284 Public Acts of 1972 (profit corporations), Act 162 Public Acts of 198:?Jnprofit corporations), Act 213 Public Acts of 1982 (limited partnerships), or Act
Public Acts of 1993 (limited liabilityTlpanies), the r:orporation. limited partnership, or limited liability company in item one,exer:ufe5 the foifowing Certificate:
The name of the corporation . limited partnership, or limited liability company is:
ENTERPRISE' NETWORK SOLUTIONS, L. L. C.
'he location of the corporation or limited liability company registered office in Michigan or the office,
at which theimited partnership records are maintained is:
6 5 r J.o J
h e identification number assigned by the Bureau is:
3000 TOWN CENTER, SUITE 2700 SOUTHFIELD 48075(StreB( Addlessj
(City). (S'bta.CZIP Codlt'
Ie assumed name under which business is to be transacted is:
BULLSEYE TELECOM
COMPLETE -ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 1 7 day of MAY
By
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(SignC1ture)
19 99
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WILLIAM H. OBERLIN
(Type or Print Name)
HEME ER
(Type or Print nile)
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Date F!er-~rv~
MICHH;,;~N DE?AETMENT OF COMMERCE - CORPOPA TJON AND SECURITiES 2UREA.
JUN 1 0 1999
ADJUSTED PURSUA
fELEPHONE AUTrlORiIATION
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(FOR 8UR~~U USE ONLY)
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CORP. SECURft L4ND DE'lBUREAU iU:d
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48075
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EFFECllVE DATE:
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CERTIFiCATE OF AMENDME:NT TO THE ARTICLES OF ORGANfZA TIONFor use by Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act Pubfic Acts of 1993 theunde~igned limited liability company executes thefollowing Cerf:jficate of Amendment:
1- The present name of the limited liability company is:
ENTERPRISE NETWORK SOLUTIONS, L.
, ...
The identification number assigned by the Bureau is:
I 3 I 0 I 9 I
3- The date of filing of its original articles of organization was:Mo.-v 'dS" '~~'7
4- The location of its registered office is:
Ol;\i-;Ce~(!'
Address!
~--fr!!- :J. 700 &,~+),-t,~eJd
(City)
Michigan Y. 90'7.S;-
(ZIP Code) .
5- Artide of the Artides of Organization is hereby amended to read as follows:
MANAGEMENT OF THE COMPANY WILL BE BY A MANAGEMENT COMMITTEE., WHICH WILL CONSIST ,MANAGERS.
The foregoing amendment to the Articles of Organization was duly adopted on the ~7
.,..~
day oft-f..L-Y
. 19 as required by Section 502 of the Act by at least a majority voteof the members or by such other vote as required by the articles of organization or the operating agreement.
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Signed this day of
By
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(Signature)
(T~ Of Print Name)
~r Manag':.':-
l0rcJe One) .
WILLIAM H. OBERLIN
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MICHIGAN DEPARTMENT OF CONSUMER AND!NDUSTRY ,VICESCORPORATiON, SECURITHE~ AND LAND DEVELOPMENT BUREAU 1"0
Date ReceIved (FOR BUREAU USE'ONLY)I4R 3 1 laOD.ADJUSrclJ PURSlIAlilT TO
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APR 0 3 20aoName:Brendan J. Cahill, Dykema Gossett PLLC
Address: 1577 N. Woodward Ave" Suite ~oo EFFECTIVE DATE~Administrator
CORP., SECURITIES & LAND DEV.BUREAUCity:Bloomfield Hills State: Michigan Zip Code: 48304
Document will be returned to the name and address you enter atxlve
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ARTiCLES OF INCORPORATiON
For use by Domestic Profit Corporations
Pursuant to the provisions of Act 284 Public Acts of 1972 (profit corporations), the undersignedcorporations execute the following Certificate:
ARTICLE I
Name
--....--
The name of the corporation is,- BT MERGER COMPANY
ARTICLE II
Purpose
The purpose or purposes for which the corporation is formed is to engage in any activity
within the purposes for which corporations may be formed under the Business CoIporation Act
Michigan, as amended (the NIBCA
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AR TI CLE ilr
Authorized Shares
The total authorized capital stock ofllie corporation is 50 OOO shares of Common Stock and000 shares ofPrefeITed Stock.
A statement of all or any of "the designations and the pov,.'ers, preferences and rights, and thequalifications, limitations or restrictions thereof is as fol1Qws:
Preferred Stock
1. Issuance ill Series The PrefeITed Stock may be issued in one or more series and the
share;s of all series will rank equally and be substantially identical in all respects, except that withrespect to each series the Board of Djrectors may fi~ among other things, the dividends payablethereon, the times and prices of redemption, if any, the amount 'payable upon liquidation , theretiremenl or sinking fund, if any, the conversion rights , if any, the restrictions, if any, on thepayment of dividends or to retirements of junior stock, the limitations, if any, on the creation ofindebtedness or the issuance of stock of equal or prior rank, and the number of shares to compriseeach series.
2.
~.
The Board of Directors is au1horized to determine "\vhether, and theterns and conditions upon which, the shares of Prefeued Stock of each series will be entitled to
receive dividends, and whether such dividends shall be cumulative.
3. ~emption Provisjons. The Board of Directors is authorized to determine whether
and the terms and conditions upon which, the shares of Preferred Stock of each "series will have
redemp1jon rights, The shares of Preferred Stock of each series, if redeemable, will be redeemableat a time so fixed and detennined, in whole or in part, and by lot or in such other manner as the
Board of Directors may determine.
4. Sinking Funct.The Board of Directors is authorized to determine whether, and theterms and conditions upon which, the sbaresofPreferred Stock of each series shall be entitled to thebenefits of a retirement or sinking fund.
5. Conversion E.:ights. The Board of Directors is authorized to detenni:ne whether, andthe terms and conditions upon which, the shares of PrefeITed Stock of each series shall haveconversion or exchange rights.
6. Voting Rights. The Board of Direc1ors is authorized to determine whelh~r, andtheterms and conditions upon which, the shares of PrefeITed Stock of each series shall have voiingrights.
7. Gen~ra1.The Board ofDirec1ors is authorized to determine any other preferences and
relative, participating, optional or other special rights, and qualifications , limitations or restrictions
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relating to the Pr~feITed Stock, or any series thereot: as shall not be inconsistent with ~is Article III
or ?vIichigan law. The temiS of any series ofPrefeIn~d Slack filaY be anlended without consent ofthe holders of any other series of Preferred Stock or of the Common Stock, provided suchamendment does not substantially adversely affect the holders of such other series of Pre felTed Stockor the Common Stock.
8. Reissue olReacquireQ..S.hares: Issuance o~~es ofSarne Series. Sharesof any series of Preferred Stock which have been issued and reacquired in any manner, including
shares redeemed by purchases (whether through the operation of a retirement or sinking fund
otherwise), will have the statUs ofauthorized and unissued Preferred Stock and may be reissued asa part of the series of which they were originally a part or may be reclassified into and reissued as
a part of a new series.
9. P~11endment.to A~ncorporation. Any resolution of the Board of Directorsestablishing and designating a series of PrefeITed Stock and fixing and detennining the relevantrights and preferences thereof shall be appropriately filed with the State , of Michigan as anamendment to the Articles of Incorporation.
Common Stock
Subject to the preferences accorded thc holders of Pre felTed Stock pursuant to the Articlesof Incorporation or action of the Board of Directors taken with respect to such preferences; holdersof Common Stock are entitled to receive such dividends' as may be declared by the Board ofDirectors of the corporation from time to 6me. Suhjectto the preferences provided in the Articlesof Incorporation or action of the Board of Directors taken with respect to such preferences, in theeven! of any liquidation, dissolution or winding up of the corporation, the holders of Common Stockwill be entitled to receive pro rata all the remaining assets of the corporation available -fordistribution. Holders of Common Stock shall have equal voting and other rights share for share.
ART! CLE IV
Registered Office and Resident Agent
The address and lllaiIing address of the initial registered office is 26935 N orthwestemHighway, Suite 520, Southfield,Michigan 48034. The name of the initial resident agent is PeterK. LaRose.
ART! CLE V
,Limitation of Director Liability
No director of the corporation shall be personally liable to the corporation or its shareholders
for money damages for any actjon taken, or any failure to take any action, except liability for anyof the following: (1) the amount of a financial benefit received by a director to which he or she is
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1101 entitled; (2) intentional infliction ofhann on the corporation aT its shareholders; (~) a violaJion
of ~551 of the WIBCA, MCLA 450.1551 , IYlSA 21.200(551); or (4) an inu:nlional violation of
criminal law.
If the !vlBCA hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation, in addiTion to ilieJimi1alion
on persona11iabiIity contaiI1ed herein: sh~ be limited 10 the fullest extent pennitted by the amended
MBCA as so amended. No amendment or repeal of this Miele V shall apply to or have any effect
on the liability or all~ged liability of any director of the corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.
ARTI CLE VI
. Compromise, Arrangement, or Plan of Reorganization
\Vhenever a compromise or arrangement or any plan of reorganization of this corporati on'
proposed between this corporation and its creditors or any class of them and/or betvveen this
corporation and its shareholders or any class of them, any court of equity jurisdiction within the State
ofMicbigan may, on the application of this corporation or of any creditor or any shareholder thereof
or on the application of any receiver or receivers appointed for this corporation, order a meeting
the creditors or class of creditors, andlor of the shareholders or class of shareholders, as the case may
, to be affected by the proposed compromise or arrangement .or reorganization, to be summoned
in such manner as said court directs.
If a rnajority in number, representing three-fourths (3/4) in value of the creditors or class of
credilOrs, and/or of the shareholders or class of shareholders, as the case may be, to be affected by
tl?-e proposed compromise or arrangement or reorganization, agrees to any compromise ora.rrangementor to any reorganization dfthis corporation as a consequence of such compromise or
alTangen1ent, said compromise or arrangement and said reorganization shall~ if sanctioned by the
court to which the said application has been made, be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on thiscorporatj on.
AR TI CLE VII
Corporate Action Without MeeiiJ?g of Shareholders
Any action required or pemlitted by the MBCA to be taken at an annual or special meeting
ofshareholders may be taken without a meeting, without prior notice and wiiliout a vote if a consent
in vvrlting, setting forth the action so taken, is signed by the holders of outstanding stock having notless than the minimum number of votes that would be necessary to authorize or take the action at a
ITleeting at which all shares entitled to vote thereon were present and voted. The written consents
shall bear the date of signature of each shareholder who signs the consent. No writt~n consents shall
be effective to take the corporate action referred to unless, V\Tithin 60 days after the record date for
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GOLD SEAL APPEARS ONLY ON ORIGINAL
determining shar~holders entitled to express consent to or dissent from a proposal without an1eeting,
written consents dated not more -than 10 days before the record date and signed by a sufficient
number of shareholders to take the action are delivered to the corporation. Delivery shall be to thecorporations registered office its principal place of business, or an officer or agent of thecorporation having custody of the minutes of the proceedings of its shareholders. Delivery made to
a corporation ~s registered office shall be by hand OT by certified or registered mail, rerum receiptrequested.
Prompt notice of the taking of the corporate action without a lIleeting by It:~ than lU1animouswrit1en consent shall be given to shareholders who would have been entitled to notice of theshareholder meeting if the action had been taken at a meeting and who have not consented in writing.
ARTICLE VIII
"Incorporator
The name and business address of the -incorporator is Brendan 1. Cahill, Dykema GossettPLLC, 1577 North Woodward Avenue, Suite 300, Bloomfield Hills, Michigan 48304.
, the incorporator, sign my name this 29th day of March, 2000.
Brendan 1. Callil ,
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e--fJ; I .MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORAT~ON , SECURITIES AND LAND DEVELOPMENT BUREAU
date re ce i ved (for bureau use only)
iLED
PR 2 1 200a
APR 2 1 2000
Nam€
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CORP. SECURITIES" & lAND bEY. BUREAUAddrcssSuite 300
1577 North Woodwaxd A venue
City . State Zip Code ola...tt. -+h.L d:ho..r~~
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Document will be returned 'to the name and address you enter above
CERTIFICATE OF MERGER
Cross Entity Merger for use by Profit Corporations, Limited Liability Companies
and Limited Partnerships
Pursuant to the provisions of Act 284 Public Acts of 1972 (profit corporations)~ Act
Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited
partnerships), the undersigned entities execute th'efollowing Certificate a/Merger:
The Plan of l\ierger (Consolidation) is as follows:
The name of each constituent entity and its identification number is:
Enterprise Net'Nork Solutions, L.B51-309
, BT Merger Company 296-45A
The name ofllie surviving corporation and its identification number is:
BT Merger Company 296-45A
Corporations and Limited Liability Companies provide the street address of the
survivor s principal place of business:
26935 Northwestern Highway~ Suite 520, Southfield, MI 48034
BH'.250838.2\ BJC
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(Complete only if an effective date is desired other than the date of filing. The date
must be no bre than 90 days after the receipt of this document in this office.
The merger (consolidation) shaH be effective on the date of :filing.
Complete for Profit Corporations Only.
For each constituent stock corporation~ state:
Name of Corn oratio
BT Merger Company
Designation and number of
outstandmg shares of
eac ss or :;;~::ies
Indicate cla.?s or
series of shares
titl to vo
Indicate class or
series eniitled
to vote as a lass
000 shares of Common
Stock outstanding
Common N/A
If the number of shares is subject to change prior to the effective date of the merger or
consolidation, the manner in which the change may occur is as follows:
N/A
The manner and basis of converting shares are as follows:
BH\250&382\ BJC
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At the Effective Time) each membership unit of Enterprise NetworkSolutions, L.C. ("Enterprise
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whether voting or non-voting, issued and
outstanding immediately prior to the Effective Time (the "Units ) shall, byvirtue of the Merger and without any action on the part oithe holder of theUnits, be converted into and become the right to receive one share of theCommon Stock of the S'u:rv:iving Corporation (the 'Merger ConsiderationThe Surviving Corporation shall issue to each fanner holder of Units a stock
certificate representing the appropriate number of shares of the Common
Stock of the Surviving Corporation, which shall be dated as of the same date
as the Effective Time.
At the Effective Time) all Units, by virtue of the Merger and without
! action on the part of the holders of lhe Units, shall cease to be outstand:ing
! and shall be canceled and retired and cease to exist. Each holder of Unitsi shall thereafter cease to have any rights with respect to such Units, except the
i right to receive the Merger Consideration.
i At the Effective Time) each share of common stock ofBTMerger Company
issued and outstanding immediately prior to the Effective Time) by virtue of
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the Merger and without any action on the part of either Party, shall cease to
be outstanding and shall be canceled and retired and cease to exist.
The amendments to the Articles, or a restatement Dfthe Articles, of the surviving Corporationto effected by the menzer are as follows:
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The Restated Articles of Incorporation or BT Merger Companyattached to this Certificate of Merger as Exhibit A shall be the
Articles of Incorporation of the surviving corporation after, theeffective time, until thereafter amended.
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The Plan. of Merger will be furnished by the surviving profit corporation, on request andwithout cost, to any shareholder of any constituent profit corporation.
The merger is permitted by the state or country under whose law it is incorporated and each foreigncorporatjon has complied with the Jaw effecting the merger.
(Complete either Section (a) or (b) for each corporation)
(a)N/A
(b)The Plan of Merger was approved by:
the Board of Directors of , the surviving Michigan- corporation, without approval of the shareholders in accordance with Section
703a of the Act.
the Board of Directors and the shareholders of the following Michigancorporations in accordance whh Section 703a of the Act.
BT rvIerger Company
BT :MERGER CaMP AJ:\fY
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Peter K. LaRose, Vice President
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Complete forjany Limited Liability Companies only
Check one of the following:
N/A
N/A
There are no changes to be made to the Articles of Organization of thesurviving limited liability company.
The amendments to the Articles, or a restatement of the .Articles, of thesurviving limited liability company to be effected by the merger are asfu~~
The constituent limited liability company is not the surviving entity.
The manner and basis of converting the membership interests are as follows:
At the Effective Time, each membership unit of Enterprise Network
Solutions, L.C. ("Enterprise ), whether voting or non-voting, issued and
outstanding immediately prior to the Effective Time (the "Units") shall, byvirtue of the Merger and without any action on the part of the holder of theUnits, be converted into and become the right to receive one share of the
Common Stock of the Surviving Corporation (the "Merger Consideration
The Surviving Corporation shall issue to each fanner holder of Units a stock
certificate representing the appropriate number of shares of the COlTImOllStock of the Surviving Corporation, which shall be dated as of the same dateas the Effective Time.
At the Effective Time, all Units, by virtue of the Merger and without any
action on the part of the holders of the Units, shall cease to be outstanding
and shall be canceled and retired and cease to exist. Each holder of Unitsshan thereafter cease to have any rights willi respect to STIch Units, except theright to receive the Merger Consideration.
At the Effective Time, each share of common stock ofBT Merger Companyissued and outstanillng immediately prior to the Effective Time. by virtue ofthe Merger and without any action on the part of either Party, shaH cease to
be outstanding and shall be canceled and retired and cease to exist.
The Plan of Merger was approved by the members of each constituent limited liabilitycompany in accordance with section 702(1).
..
The Plan of :t0erger was. approved by the members of each domestic limited liabilitycompanYiin accordance with section 705a(5) and by each constituent business organization
in the mahner provided by the laws of the jurisdiction in which it is organized.
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F or each limi~ed liability company involved in the merger, this document is signed inaccordance with Section 103 ofllie Act.
Signed this -z.o"-.day of April, 2000
ENTERPRISE NETWORK SOLUTIONS, L.
1H !2-
Peter LaRose, Manager
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Complete for/any Limited Partnership only
N/A
Complete for Corporations and Limited Liability Companies only
The assumed names being transferred to continue for the remaining effective period of the
Certificate of _Assumed Name on :file prior to the merger are:
Corporation and!
LLC transreued from E;~Di~arion DateAssumed Name
BULLSEYE TELECOM Enterprise Network
Solutions, L.L. C.
De~mber 31 2004
BH\250838.2\ BJC
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EXHIBIT A
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rn CD CO 00 0 CO om 0 0 co 0 000 0 OJ ITC 0 00 DIJD J 0: OIJ D:J 00 COJ OJ ceCIl000 DJJ om 0 rn 0 mo OJ co OJ 0MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES 0 CORPORATION , SECURITIES AND LAND DEVELOPMENT BUREAU
ODate Received (FOR BUREAU USE ONL Y)
DNa me: . Brendan J. Cahi 11 Dykema Gossett PLLC
nAdd re 5S: 1577 North Woodward, Ste 300
Bloomfield Hills. MI 48304 EFFECTIVE DATE: (IIEL m:: 0:0 0.... 'U crno om 0 000 GO J ITL mom CO 0:0 OJ 00 0 CO CD om corn: om om 0 CL'lJ ITIJ COCDJ OJ 0DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Corporations
Pursuant to the prnvi.'~ions of Act 284 Public Acts of 1971 the undersigned corporation e:r.ecutes thefollowing Artir.le~:
The present name of the corporation is:
BT Merger Company
The identification number assigned by the Bureau is:296-45A
All former names of the corporation are:
N/.A.
The date of filing the original Articles of Incorporation wa.s:April 3, 2000
ThefoZlowing R~tated Articles ojlnc07poration supersede the Articles of Incorporationas amended and shall be the Articles of Incorporation for the corporation
ARTICLE I
Name
The name of the corporation is BullsEye Telecom Inc.
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ARTICLE II
Purpos e
The purpose or p11Iposes for which the corporation is'organized are to engage in any activitywithin lh~ purposes for which coIporauons may be fanned under the Business Corporation Act ofMichigan.
ARTICLE ill
Authorized Capital
The total authorized capital stock of the co1'pOration is 11 990 000 shan::s of Common Stockand 10 000 shares ofPrefeued Stock
A statement of al1 or any ofllie designations and the powers, preferences and rights, and thequalifications, limitations or Iestrictions thereof is as follows:
Preferred Stock
1. Issuallce in Series. The Preferred Stock may be issued ill one or more series and theshares of all series will rank equally a:nd be substantially identical in all respects, except that withrespect to each series the Board of Directors may fix, among other things, the dividends payablethereon, the times and prices of redemption, if any, the amount payable upon liquidation, theretirement or sinking fund, if any, the conversion rights, if any, the restrictions if any, 011 the paymentof dividends or to retirements of junior stock, the limitations, if any, on the creation of indebtednessor the issuance of stock of equal or prior rank, and the number of shares to comprise each series.
2. DividendP.,ights The Board of Directors is authorized to deteITI1ine whether, and thetcnns and conditions upon Wl1ich, the shares of Prefecred Stock of each series will be entitled to
receive dividends, and whether such dividends shan be cumulative.
3. R~demption Provisio1ls The Board of Directors is authorized to determine whetherand the tenns and conditions upon which, the shares of Preferred Stock of each series will have
redemption rights. The shares of Preferred Stock of each series, if redeemable, will be redeemableat a time so fixed and determined, in whole or in part, arid by lot or in
such other manner as the Boardof Directors may det~e.
4. SinJdng Fund. The Board of Directors is authorized to determine whether~ and theterms and conditions upon which, the shares ofPrefeITed Stock of each series shall be entitled to thebenefits of a retirement or sinking fund.
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5. Convetsion Fights The Board of Directors 'is -authorized to deteimine whether, and
the tenns and condiUons upon which, the shg.res of Preferred Stock of each series shall have
conversion crexch3nge. rigbtf::.
6. VotiDg Fighrs The Board of Directors is authorized to determine whether, and the
terms and conditions upon whic~ the sbares ofPTeferred Stocker each series shall have votingrigh1s.
7. Ge.ne.ral. The Board of Directors is authorized to deterinine any other preferences and
relative, participating, optional or other special rights, and qualifications, linritations or restrictions
relating to the Preferred Stock, or any series thereof, as shall not be inconsistent willi this Article ill
or Michigan law. The terms of any series ofPrefen-ed Stock may be amended without consent of the
holders or any other series or Preferred Stock or of the Common Stock, provided such arnendm,ent
does not substantially adversely affect the holders of such other series of Preferred Stock or the
Common Stock.
8. Reissue QfReacauircd Shares~ Is8u8.P.ce_of Additi.onalShar~sof.Same Series. Shm-es
of any series of Preferred Stoclc which have been issued and reacquired in any mat-iller, including.
shares redeemed by purchases (whether through the operation of a retirement or sinking fund or
otherwise), will have ~e status of authorized and unissued Preferred Stock and may be reissued as
a part of the series of which they were originally a. part or may be reclassified into and reissued as part of a new series.
9. Amendw.ent to Artic1~s of ITI corp oration Any resolution of the Board of Directors
establishing and designaring a series of Preferred Stock and fixing and determining the relevant right~
and preferences thereof shall be appropriately filed with the State of Michigan as an amendment tothe Articles of Incorporation.
Common Stock
Subject to the preferences accorded the holders ofPrefen-ed Stock pursuant to the Articles of
Incorporation or action of the Board of Directors taken with respect to such preferences, holders of
Common Stock are entitled to receive such dividends as may be dec)ared by the Board of Directors
of the corporation from time to time. Subject to the preferences provided in the Articles of
Incorporation or action of the Board of Directors taken 'with respect to such preferences, in the event
of any liquidation, dissolution or winding up of the corporation, the holders of Common Stock will
be entitled to receive pro rata all the remaining assets of the corporation available for distribution.
Holders of Common Stock shall have equal voting and other rights share for share.
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GOLD SEAL APPEARS ONLY ON OR!GINAl
ARTICLE IV
Registered Office and Resident Agent
The address and mailing address of the initial registered office is 26935 NorthwesternHighway, Suite 520, SouthiielcL Michigan 48034. The name of the initial resident agent is Peter K.LaRose.
ARTICLE V
Limitation of Director LiabUity
No director of the corporation shall be personally liable to the corporation or its shareholders
for money damages for any action taken, or any failure to take any action, except liability for any ofthe following: (1) the amount of a financial benefit received by a director to which he or she is notentitled; (2) intentional infliction of harm on the corporation or its shareholders;
(3) a vioLation of9551 of the MBCA, MCLA 450.1551 , MSA 21.200(551); or (4) -an intentional violation of criminallaw.
If the l'vffiCA hereafter is amended to authorize the fu.rtber elimination or limitation of theliability of directors, then the liability of a director of the corporation
~ in addition to the limitation onpersona1liabiIity contained herein, shaH be limited to the fullest extent permitted by the amendedlv1BCA as so amended. No amendment or repeal of this Article V shall apply to or have any effecl
on the liabiljty or alleged liability of any director of the corporation for or with respectto
any acts oromissions of such director occuning prior to such amendment or repeal.
ARTICLE VICompromise, Arrangement, or Plan of Reorganization
Whenever a compromise or an-angement or any plan of reorganization of this corporation isproposed between this corporation and its creditors or any class of them and/or between thiscorporation and its shareholders or any class of them, a:ny court of equity jurisdiction within the Stateofl\.1:ichigan may, on the application oftrus corporation or of any creditor OT
any shareholder thereofor on the application of any receiver or receivers appointed for this corporation
, ord~r a meeting the creditors or class of creditors and/or of the shareholders or class of shareholders, as the case may, to be affected by the proposed compromise or an-angement or reorganization, to be summonedin such manner as said court directs.
If a majority in/number, representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the ~hareholders or class of shareholders, as the case may be, to be affected by theproposed compromise or alTangement or reorganization, agrees to any compromise or arrangementor to any reorganization of this corporation as a consequence of such compromise or arrangement
said compromise or arrangement and said reorganization shan, if sanctioned by the court to which
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the said application has been made be binding on all the creditors or class of creditors and! or on allthe shareholders or class of shareholders, as the case may be, and also on this corporation.
ARTICLE
~orporate Action Without Meeting of Shareholders
Any action required or permitted by the MBCA to be taken at an a.nnual or special meetingof shareholders may be taken without a meeting, without prior notice and without a vote, if a consentin writing, setting forth the action so tak~ is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.. The \vritten consentsshall bear the date of signature of each shareholder who signs the consent. No written consents shallbe effective to take the corporate action refeITed to unless, within 60 days after iherecord date for
determining shareholders entitled to express consent to or dissent from a proposal without a meeting,written consents dated not more than 10 days before the record date and signed by a sufficient number
of shareholders to take the action are delivered to the corporation. Delivery shall be to thecorporations registered office, its principal place of business, or an officer or agent of the corporation
having custody of the minutes of the proceedings of its shareholders. Delivery made to acorporations registered office shall be by hand or by certifH~d or registered mail, return receiptrequested.
Prompt notice of the taking of the corporate action without a TI1eeting by less thanunanirnousvi,Titten consent shall be given to shareholders who would have been entitled to notice of theshareholder meeting if the action had been taken at a meeting and who have not consented in Vlritio.g.
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m CO 0 OJ OJJ 0 moo 0 OJJ 0 COJ 0:0 a::o om CD 0 OJ em coo rn 0 CD ITIJ em OCO DemO COJ 0 aJ OfJD OJ 0(J MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES " CORPORATION , SECURITIES AND LAND DEVELOPMENT BUREAU
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DDate Rece i ved
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(FOR BUREAU USE ONLY)
MAY 2 6 2000I...J
FD to
MAY 2 6 200&iJName: Brendan J. Cahill
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Dy kema Gos set t P L LC GORP.SECtWr~~~Wtor Add re s s : 1577 No rth Woodwa rd , Ste 300 DDEV.BUF/EAlJ
Bloomfield Hills, MI 48304 EFFECTIVE DATE: DJOJO CD om CIIJ 0 CITJJ OCOJ DOJOOJJ DCIJCOJ rn 0 mew OJJ ITJCD:J OJJ DJOOJO 0 ITO 0 D:J 0 om om CD DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(please read infonnation and instructions on the last page)
Pursuant to the provisions of Act 284 Public Acts of 1972 (profit corporations), or Act 162
Public Acts of 1982 (nonprofit corporations)) the undersigned corporation executes the followingCertificate:
The present name of the corporation is:
BullsEye Telecom, Inc.
The corporation identification number (CID) assigned by the Bureau is:296-45A3. The first paragraph of Article m of the corporation s Restated Articles ofIncorporation, as filed on April 28, 2000, is hereby amended to read in its entirety as follows:
ARTICLE III
Authorized Capital
The total authorized capital stock of the corporation is 25 000 000 shares ofCommon Stock and 8 000 000 shares ofPrefeITed Stock.
4. The fIrst recital of the corporation s Certificate of Designations, Preferences andRights of Series A Convertible Preferred Stock ($3.50 Liquidation Value per Share), as filed on April
28 (the "Certificate of Designations ), 2000, is hereby amended to read in its entiTety as follows:
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FIRST: The Articles of Incorporation of the Corporation, as amended (the
~1jck:~oflnCQrporatjon ), authorize the issuance of 8 000 000 shares ofprefeITed
stock (the "PrefeIT~_Sto.), in one or more series, and further authorize the Board
of Directors oftlle Corporation to provide by resolution for the issuance of shares
PrefeITed Stock in one or more series not exceeding the aggregate number of shares
of Preferred Stock authorized by the .Articles of Incorporation and to deteI111ine with
reSpect to each such series, the dividends payable thereon, the times and prices of
redemption, if any, the amount payable upon Iiquidation the retirement or sinking
fund, if any, the conversion rights, if any, the restrictions, if any, on the payment of
dividends or to retirements of junior stock, the limitations, if any, on the creation of
indebtedness or the issuance of stock of equal or prior rank, the voting rights thereon
if any, the number of shares to comprise each series, and the qualifications, limitations
and restrictions appertaining thereto.
5. Section 1 of the corporation s Certificate of Designations is hereby amended to read
in its entirety as follows:
1. Designation and Number of Shares. There shall be hereby established
a series ofPrefeITed Stock designated as "Series A Convertible Prefeued Stock" (the
Series A Preferred Stock"
).
The authorized number of shares of Series A Preferred
Stock shaH be 8 000 000 (the "Authorized Series A Preferred Stock"
6. Section 5(b)(iv) of the corporation s Certificate of Designations is hereby amended
to read in its entirety as follows:
(iv) redeem, repurchase or otheIWise acquire for value ( or pay into
or set aside for a sinking ftmd for such purpose) any Junior Stock except for purchases
or redemptions ITom employees of the Corporation upon terms and in such amounts
. as set forth pursuant to the Shareholders Agreement, dated on or about April 28, 2000
among the Corporation and certain of its Shareholders, as amended as of May 26
2000, or in equity incentive plans approved by the Board of Directors in an amount
not to exceed $250 000 per fiscal year and at a price per share not more than the fair
market vahle per share of such Common Stock as detennmed by the bo?Td of directors
of the Corporation in good faith;
7. Section 6(b)(iii) of the corporation s Certificate of Designations is hereby amendedto read in its entirety as follows;
(iii) the occun-ence of any of the following: (A) the Corporation
fails to pay any dividends on Series A Preferred Stock to the extent expressly required
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in Section 4; (B)'the Corporation fails to redeem the Series A Preferred Stock or pay
the Series A Redemption Price of the Series A PrefeITed Stock in ful1 on any date
established for the redemption thereof pursuant to Section 6; (C) the Corporation fails
to comply with Sectio~ 5(b); (D) the Corporation materially breaches any of the
provisions of Article VII or VITI of (1) the Securities Purchase Agreement, dated as
of April 28, 2000 among the -Corporation and certain investors in the Corporation
(2) the Securities Purchase Agreement, dated as of May 26 2000 among the
Corporation and certain investors in the Corporation, and any such breach remains
uncured for at least ten days after receiving written notice thereof; (E) the Corporation.
materially breaches the provisions of Section 02 of the Corporation s Shareholders
Agreement, dated on or about April 28 2000 as amended as of May 26 2000, and
any such breach remains uncured for at least ten days after receiving written notice
thereof; or (F) the Corporation (1) commences any case, proceeding or other action
under any existing. or future law of any jurisdiction, domestic or forei~ relating. to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order
for relief entered "With respect to it, or seeking to adjudicate it banlcrupt or in~olvent
or seeking reorganization, composition, extension or other such relief with respect to
it or its debts, or seeking appointment of a receiver, trustee, custodian or other similar
official for all or substantially all of its assets (a "Bankruptcy Action ), (2) becomes
the debtor named in any Bankruptcy Action which results in the entry of an order for
relief or any such adjudication or appointment remains undismissed or ill1discharged
for a period of ninety (90) days, or (3) makes a general assignment for the benefit
its creditors, then, in addition to any rights or remedies provided herein or at law
in equity to the holders of the Series A PrefelTed Stock.
8. The foregoing amendment to the corporation s Restated Articles of Incorporation was
duly adopted as of May 26, 2000, by the written consent of the shareholders of-the corporation in lieuof a meeting.
*****************
G:I!!f~~.I!IIIIII!m'~GCLD'SEALAPPEARS O~RY ON ORIGiNAL
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This Certificate of Amendment was signed as of this 26th day of May, 2000.
Peter K. LaRose, Vice President
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GOLD SEAL APPEARS ONLY ON ORIGINAl
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Cl..LC UOJODO ITOO em 0 OCOODJrncoom aIJCOCOO OJ ornrn orncDc rnrnJomo COJO:CJ CJ ITIJ ::o:JIJCC
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
. CORPORATION , SECURITIES AND LAND DEVELOPMENT BUREAU
ADJUSiED RSUANTTO
TELEPHONE AU ORlZATION
(F OR BUREAU US E ON L Y)#)2-- FilED
APR 2 8 200a
APR 2 2000JName: Brendan J. Cahill Dykema Gossett PLLC AdmInistrator JAddress: 1577 North Woodward, Ste 300 I COAP..SECUAffiES&LANDDEV.BUREAU 0
Bloomfield Hills , MI 48304 EFFECTIVE DATE:
J.L CD COCO OJO 0:00 0 D.JJ om CDJJ OJO OJOOJ CO 0 OJDJ om OJ om o:c CD 0 CO 0 mJ om 0 mom cq Uti IJOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corpora~ions
(please read infonnation and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162
Public Acts of 1982 (nonprofit corporations), the undersigned c07poration e;recutes the followingCertificate:
The present name of the corporation is:
BullsEye Telecom me.
fhe corporation identification number (CID) assigned by the Bureau is:296-45A
Article III of the corporation s Articles of IncoTpordLion is hereby amended to read in itsentirety as follows:
. ARTICLE III
Authorized Capital
The total authorized capital stock of the corporation!is 19 OOO OOO shares of Common Stock
and 4 000 000 shares ofPrefeITed Stock.
. A statement. of all or any of the designations and the powers, preferences and rights, and thequalifications, limitations or restrictions thereofis as follows:
Preferred Stock
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GOLD SEAL APPEARS ONLY ON ORIGINAL
1. Issll~l,ce. in Sens;The Preren-ed Stock may be issued in one or more series and the
shares of all series will rank equally and be substantially id~ntical in an respects, except that with
respect to each series the Board of Directors may fix, among other ttrings, the dividends payable
thereo~ the times and prices of redemption, if any, the amount payable upon liquidation, the
retirement or sinking fund, if any, the conversion rights, if any, th~ restrictions, if any, on the payment
of diyjdends or to retirements of junior stock, the limitations if any, on the creation of mdebtedn:;ss
or the issuance of stock of equal or prior rank, and the number of shares to comprise each series.
2. Dividend Riahts. The Board of Directors is authorized to determine whether, and the
terms and conditions upon which, the shares or Prefen-ed Stock of each series will b~ entitled to
receive dividends, and whether such dividends shall be cumulative.
3. Red~;nption Provisions , The Board of Directors is authorized to determine whether
and the terms and conditions upon which, the shares of Prererred Stock of each series will have
redemption rights. The shares of Preferred Stock of each series, ifredeemable, will be redeemable
at a time so .fixed and detennined, in whole or in part~ and by lot or in such other manner as the Board
ofDirectoIS may detennine.
4. SirLlcing Ihmd. The Board of Directors is authorized to determine whether, and the
terms and conditions upon which, the shares of Preferred Stock of each series shall be entitled to the
benefits of a retirement or sinking fund.
5. Conversion Rights. The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares or Preferred Stock of each series shall have
conversion or exchange rights.
6. Voting Ri2hts The Board of Directors is authorized to determine whether, and the
tenns and conditions upon which) the shares of Preferred Stock of each series shall have voting rights.
7. Genera1~ The Board of Directors is authorized to detennine any other preferences and
relative, participating, optiona1 or other special rights, and qualifica6ons, limitations or restric6ons
relating to the Preferred Stock, or any series thereof, as shall not be inconsistent with this Artkle 111
or Michigan law. Thetenns of any series ofPrefecred Stock may be amended without consent of the
holders of any other series or Preferred Stock or of the CoIpIDon Stock, provided such amendment
does not substantially adversely affect the holders of such other series of Prefeucd Stock or tbeCommon Stock.
8. Rdssue ofRe;;!QQuired Shares: Issuance of Additional Shares of Same Series. Shares
of any series of Prefe=ned Stock which have been isslled and reacqllired in any manner, including
shares redeemed by purchases (whether through the operation of a retirement or sinking fund or
otherwise), will have the status of authorized and unissued Preferred Stock and may be reissued as
a part of the series of which they were originally a part or may be reclassified into and reissued as a
part of a new series.
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Art . 1 .t:';.1.. ~4er.Dm~IJ.t La
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1CLes 01 I1Goroora..tlOD . y reSOlUtiOn 0 wC oara 0 'lrectorsestablishing and designating a series ofPr~ferred Stock and fixing and derennining the relevant rights
and preferences thereof shaH be appropriately filed "villi the State. ofl'/.fichigan as an amendment tothe Articles of Incorporation.
Comnl0n Stack
Subject to the preferences -accorded the holders ofPreferted Stock pursuant to the Articles ofIncorporation or action of the Board of Directors taken YVith respect to such preferences, holders ofConunon Stock are entitled to receive such dividends as may be declared by the Board of Directors
of the corporation .from time to time, Subject to the preferences provided in the Articles ofIncorporation or action of the Board of Directors taken with respect to such preferences, in roe eventof any liquidation, dissolution or winding up of the cOrporation, the- holders of Common Stock will
be entiL1~ to receive pr,o raJa all the remaining assets of the corporation available for distribution.
Holders of Common Stock shall have equal voting and other rights share for share.
The foregoing amendment to the Articles of Incorporation was duly adopted as of April 27
2000 by the ~'ritten consent of the shareholders of the corporation in lieu of a meeting)/na.f!c~ w/Yt-.. ~c.:A.CJr) J-ItJ?C'Z:-.) (;,l' Au.Signed this 27th day of April, 2000,
c- K- tfl?2-Peter K. LaRose, Vice President
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GOLD SEAL APPEARS ONLY ON ORIGINAl
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CERTIFICATE OF DESIGNATIONS, PREFERENCES ~L\.ND F1GHTS
a E6'E1VE9
APR 2 8 20no
SERIES A CONVERTIBLE PREFERRED STOCK
($3.50 LIQUIDATION VALUE PER SH..A..RE)
/AI DeM. of CIIQ~umer t Industry ~Bl\'ites
ClDOf~iQn Saluriti6~ 8. lond Dav. Bureau BULLSEYE TELECOlVI INC.Fi LE:D
;;~ft-'I51f APR 2 2000
AdI11tnistrator .
CORP., SECURITIES ~ LAM) DEV. BUREAU
Pursuant to Section 302 of the
Business Corporation Act of the
State of Michigan
BULLSEYE TELECOM, mc. (hereinafter callcd the "Corpqration , a corporation organized
under and by ,rirtue of the provisions of the Business Corporation Act of the State of Michigan
DOES HEREBY CERTIFY:
FIRST: The Restated Articles of Incorporation of the Corporation, as amended (the "AJticbs of
Incorporation ), authorize the issuance of 4 000,000 shares of preferred stock (the uPTeferred Stock ): in
one or more series, and further authorize the Board of Directors of the Corporation to provide by
resolution for the issuance of shares of Prefen-ed Stock in one or more series not exceeding the aggregate
number of shares of Prefeued Stock authorized by the Articles of Incorporation and to determine with
respect to each such series, the dividends payable thereon, the times ,and prices of redemption, if any, the
amount payable upon liquidation, the retirement or sinking fund., if any, the conversion rights, if any. the
restrictions, if any, on the payment of dividends or to retirements of junior stock, the limitations, if any"
on the creation of indebtedness or the issuance of stock of equal or prior rank, the voting rights thereon, if
any, the number of shares to comprise each series, and tht: qualifications, Emi:ations and -restrictions
appertaining thereto.
SECOND: - A resolution providing for and in connection with the issuance of the Preferred Stock
was duly adopted by the Board of Directors pursuant to the provisions of the Articles of Incorporation
aforesaid, which resolution provides as follows:
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RESOLVED: that the Board of Directors, pursuam to authority vested in it by the provi sions of
the lu1ic1es of Incorporation, as amended (the "A:1;id~s ofIGcQ:rDoration ), of BULLSEYE TELECO1'v1
C. (the "CornoraTio..T,l ), hereby authorizes tbe tssuance or a series of convenible preferted stock
Conv~T1:ti~ Pref=-...ed Stock'~) of th~ Corporation and hereby estah1ishes the sen" es,tbe dividends
payable thereon, the times and prices of redemption, the amount payable upon liquidation, the conversion
rights, the restrictions on the payment of dividends or to retirements of junior stock, the limitations on the
creation of indebtedness or the issuance of stock of equal or prior rank, the voting rights thereon, the
number of shares to comprise such series, and the qualifications! limitations and restrictions appertaining
thereto in addition to those set forth in such ArtiCles of Incorporation (or otherwise provided by law) as
follows (the foIl owing, refelTed to hereinafter as "this resolution" or "this Certificate of Designations , is
to be filed as part of a Certificate of DesignatioTIs under Section 302 of the Business Corporation Act of
the State of Michigan):
Designation ,and Number of ShiJIes , TI1ere shall be hereby established a series ofPreferTed
Stock designated as "Series A Convertible Preferred Stuck" (the "Series A Preferred Stock"). The
authorized number of shares of Series A Preferred Stock shall be 4 000 000 (the "Authorized Series A
PrefeITed Stock"
).
R5J11king
(a) Series A PTefeu~d Stock. The Series A Preferred Stock shall, with respect to the
payment of dividends, redemption rights, and the distribution of assets upon the OCCUITence of the
voluntary or involuntary liquidation, dissolution or winding up or the affairs of the Corporation or any
other payment or distribution with respect to the capital stock of the Corporation, rank senior to (i) the
Common Stock (as defined in Article ill of the Articlt=s of Incorporation), and (ii) all shares of each other
class or series of capital stock of the Corporation hereafter created whieh does not expressly rank pari
passu with or senior to the Series A Preferred Stock (collectively, the "Junior StockU
LiCluidation Preference.
(a) Preferential DistriblltiOllS.In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary (a "Llquidation Evenf\ each holder of the Series A
Preferred Slock shall bo entitled to receive, prior and in preference to any distribution of any of the assets
or surplus funds of the Corporation to the holders of the Junior Stock aIld in the order and manner set
forth in this Section 3 , the "amount of $3.50 pOl' share (adjusted for any combinations, consoiidations,
stock splits, stock distributions or stock dividends with rospect to such share) for each share of Series A
PrefeITed Stock then held by such holder (the "Series A Liquidation Value
(b)Priority ofDistribubons
(i) Distribution to Series A Preferred Stock.Upon the occmrence of a Liquidation
Event, the holders of the Senes A Prefen-ed Stock shan be entitled to receive, prior and in preference to
any distribution of the assets or surplus funds of the Corporation to the holders of aI1 Junior Stock, their
respective Series A Liquidation Value; provided, that if the assets and funds to be distributed among the
holders of /he Series A PrefClTed Stock shall be insufficient to permit the payment to such holders of the
full aforesaid preferential amO1.mts, then the entire assets and' funds of the Co111oration legally available
for distribution shall be distributed among the holders of the Series A PrefeITed Stock in proportion to. the
Series A Liquidation Value each such holder is otheTwise entitled to receive pursuant to this Section 3(h).
1792753.
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(ii) Di:;i.ribution rQ,)UJ)iQf PreferredStock.After the payment or the fun liquidation
preference of the Srnes A Prefened Stock as set forth in Section 3(b)(1) above, the assets or the
Corporation legally available for distribution, if any, shaH be disiributed to any Junior Stock that is
Preferred Stock in accordance with me respective certificate or certificates of desjgnationthereof. prior to
and in preference to any distribution of the assets or surplus funds of the Corporation to the holders
Common Stock (unless otherwise specified in such certificate or certificates of designation).
(iii) Disu-jburio.n .to Common Stocle After the payment of the full Jiquidation
prcferenceo( the Series A Preferred Stock as seT: forth in Section 3(b Xi) above and any payments on any
Junior Stock that is Preferred Stock as set forth in Section 3(b)(ii), the assets of the Corponrrion legally
available for distribution, if any, shall be distributed ratably to the holders of the Common Stock in
proportion to the respective number of Common Stock actually held by them; provided.that if the assets
and funds to be distributed among the holders of Common Stock shall be insufficient to pe1111it the
payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the
Corporalion legally available for distribution shall be distributed among the holders of the Common Stock
in proportion to the total issued and outstanding sh1lres ofCornmon Stock hel~ by each such holder.
(c)Inclusion of Certain Transactions.
(i) Ch2:nge of ControJ.For purposes of this Section 3 , if the holders of at least a
majority of the shares of Series A Preferred Stock,. so elect and there occurs any of the following
events (each, a "Chal1ge of Control"): (A) the sale of aU or substantially all of the assets of the
Corporation; (B) any merger, consolidation, share exchange, recapitalization .in which- the
Corporation is not the surviving entity; or (C) any merger, consolidation, share exchange
recapitalization or issuance, sale or lTansfer of capital stock of the Corporation, in which any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) ofthc Securities
Exchange Act of 1934, as amended (the "Exchange Act")) acquires in one transaction or in a
series of transactions beneficia! ownership (within the meanmg of Rule 13d-3 under the
Exchange Act) of fifty-one percent (51 %) or more of either (1) the then-outstanding shares of
Common Stock (determined on ~n as-converted and fully diluted basis) or (2) the combined
voting power of the then outstanding voting securities of the Corporation entitled to vote
generally in the election of directors, then, in the case of clause (A), (8) or (C), such Change of
Control shall bt: treated as a Liquidation Event "With respect to the Series A Prefened S tack and
shan entitle the holders of Series A PrefeITcd Stock then oUtstanding to receive , upon the
consummation of such Change of Control, their respective Series A Liquidation Value in ca
except to the extent that the entire proceeds of such Change of Control together with other
amounts available for distribution pursuant to this Section 3 are Jess thaI:! the aggregate Series
Liquidation Value then app~icable, in which case all such proceeds and othelo availabk amounts
shall be distributed in accordance with the priorities set forth in Section 3(b) above.
(ii) In the event the requirements of this Section 3( c) are not complied with, the
Corporation shal1 forthwith either:
(A) cause the closing of any such Change of Control transaction to
be postponed lmtil such time as the requirements of thj~ Section 3 have been complied
with; or
(B) cancel such transaction, in which event the rights, preferences
and privileges of the holders of Series A PrefeITeu Stock shan revert to and be the same
as such rights , preferences and privileges existing immediatdy prior to the date of the
first notice referred to in Section 3( c) (iii) ,
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(iii) The Corpomtion shall give each holder of record of Series A PrefeITed Stock
'Mitten notice of such impending Change of Control not later than twenty (20) days prior to the
stockholders' meeting called to approve such Change of Contro1 or on the execution date or
effective date (whichever is earlier) of the stockholders' written consent to approve su~h Change
of Controlt or twenty (20) days prior to the closing of such Change -of Control, whi~hever is
earlier, and shall also notify such holders in ~Titing of the final approval of such Cl"1ange of
Control. The first of such notices shall describe the material teriT.s and conditions of the
impending Change of Control and the provisions of this Section 3, ~,d the Carpof?t1on shall
thereafter give such holders prompt notice of any material changes. The closing of the Change of
Control transaction shan in no event take place sooner than twenty (20) days after the
Corporation has given the flrst notice provided for herein or sooner than ten (l0) days after the
Corporation has given notice of any material changes provided for herein; D'Lovid-, that such
periods may be shortened upon the written consent of the holders of a majority of the share~ of
Series A Preferred Stock that are entitled to such notice rights or simi1ar norice rights.
(d) Dete-nnination afFair Value:. Whenever the distribution provided fOT in this
Section 3 sha11 be payable in securities or property other than cash, the "fair value" of the securities or
property to be distributed in such event sha1l be determined as follows:
(i)
fr~e marketability:
Securities not subjectto investment letter or other similar restrictions on
(A) if the distribution would be payable in securities listed on a
national securities exchange or the Nasdaq National Market, the fair value of such
securities shall be deemed to be the average of the closing prices of such securities on I
such exchange or Market for the twenty (20) trading days ending five (5) trading days
prior to the date of the closing of the transaction giving rise to such distributjon;
(B) if the distribution would be payable in securities actively traded
over-the-counter, the fair value of such securities shall be ,the average of the closing sale
prices (or, if there is no sale, the closing bid prices) of such securities for the twenty (20)
trading days ending five (5) 1rading days prior to the date of the closing of the tTansaction
giving rise to such distribution; or
(C) if there is no active public market for the securities to be
distributed or if the distribution would be payable in assets or property other than
securities, the fair value thereof shall be determined in good faith by the Board of
Directors of the Corporation.
(ii) The method of valuation of securities subj ect to investment letter or other
restrictions em free marketability (other than restrictions arising solely by virtue of a stockholder
status as an affiliate or former affiliate) shall be to make an appropriate discount from the market
value determined as above in (1) (A), (B) or (C) to reflect the approximate fair market value
thereof, as mutually determined by the Corporation and the holders of at least a majority of the
then outstanding shares of such Series A Preferred Stock. Tn the event the parties are unable to
agree upon the approximate fair market value hereunder, the parties shall resolve any dispute by
appointing an expert to deLennine the fair value. If the parties cannot agree on an expert, then
each party shan appoint an expert and each expert shall then agree on a third expert, which third
expert shall solely determine sueD fair market value; provided, that each expert shaH b~ a member
of an investment banking firm of national reputation.
1792753.
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4. Divicie:1d~. The holders of Series A Preferred Stock shall be entitled to receive, out of the
assets of the Corporation legally availablt: therefor, dividends when, as and if declared by the Board of
Directors of the Corporation. The Company shan not declare or pay any dividend on any Junior Stock.
unless the Corporation simultaneously declares and pays an idc:ntical dividend on the shares of Series A
PrefelTed Stock, in which case -.the Corporation distribute such dividends ratably to the holdcrs of
Common Stock, the holders of Series A Preferred Stock and, if so declared by the board of directors of
the Corporation, the 'holders of any Junior Preferred Stock, as a single class, in proportioD to the
respective number of shares of Common. Stock actually held by the holders of Common Stock and the-
respective nmnber of shares of Common Siock (including any .:tractional shares) into which the shares of
Series A PrefeITed Stock (and Junior Prefecroo Stock, if applicable) cou1d be converted as of the record
date set for the determination of holders of shares of capital stock entitled to receive payment of a
dividend thereon. Except -as set forth in the preceding sentence, the Corporation shaH have no obligation
to declare or pay dividends on the Series A Preferred Stock.
Voting Ri ghts
(a) General Voting Ri!!hts.. Except as otherwise provided in Section 5(b) below, the
holder of each share of Series A Preferred Stock issued and outstanding shall be entitled to the number of
votes as is equal to the number of shares of Common Stock into which such holder s shares of Series A
Preferred Stock could then be converted at the record date for detennmation of shareholders entitled to
vote for any given vote, or, if no such record date is established, at the date sucn vote is taken or any
wiitten consent of shareholders is solicited, and shall have voting rights and powers equal to the voting
rights and powers of the Common Stock, such vot~s to be counted together with all other shares of stack
of the Corporation having general voting power and not separately as a class; provided that fractional
votes by the holders of the Series A Preferred Stock shallnot be permitted and any fractional voting rights
resulting from the above formula (after aggregating aU shares into which shares of Series A Preferred
Stock held by each holder could be converted) shall be rounded to th~ nearest lower whole number.
- -
- (b) Series A Preferred Stock Protective Provisions. The Corporation shall not
except as hereinabove expressly provided, without f:irst obtaining the affirmative vote or written consent
- of the holders of at least a majority of the outstanding shares of Series A Preferred Stock voting together
as a separate class:
(i) amend the Arlicles of Incorporation, to adversely alter or change the
preferences, rights, pri:vileges or powers of, or the reslrictions provided for the benefit of, the
Series A Preferred Stock (by recapitalization, merger, consolidation or otherwise);
(ii) authorize , issue or agyee to issue, or reclassify any shares of Junior Stock
into, any shares or any security convertible into or exercisable for any shares having any
preference or priority as to dividends, any other distributions payments or assets or upon
redemption, liquidation, winding up or: dissolution superior to or on a parity with any such
preference or priority of the Series A Preferred Stock;
(iii) issue any share of Common Stock at a price per share, or any option or
other right to acquire any share of Common Stock at an exercise price, that is less than the fair
market value per share of such Common Stock as determined -by the board of directors of the
Corporation in good faith, other than shares of Common Stock that are excluded from the
definition of Additional Common Shares as set forth in Section 7(e)(i), below;
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GOLD SEAL APPEARS ONLY ON ORIGINAL
(iv) redeem, repurchase or otherwise acquire for value (or pay into or set
a~ide for a sinking fund for such purpose) any Junior Stock except for purchases or redemptions
from employees or the Corporation upon tcnns and in such amounts as set forth pursuant to the
Shareholders Agreement, dlltcd on or about April 28, 2000 among the Corporation and certain of
its Shareholders, or in equity incentive. p1ans approved by the Board of Directors in an amount not
to exceed $250 000 per fiscal year and at a price per share not more than the fair market value per
share of such Common Stock as determined by the board of directors of the Corporation in good
faifu;
(v) make,. authorize or approve any dividend, distribution or stock split upon
or with respect to any Junior Stock, other than stock splits of the Common Stock or stock
dividends payable solely in shares of Common Stock upon the issued and outstanding shares of
Common Stock; or
(Vi)effect any Change of Control, as defined in Section 3( c )(i).
(c)Board Matters
(i) Size andCoITlPosition. The Board of Directors of the Corporation shall
consist of five (5) members 'and shall be subject to increase or decrease as provided herein and in
the Bylaws of the Corporation. So long as at least 50% of the Authorized Series A Prefwred
Stock is outstanding, the holders ot a majority of the shares of Series A PrefelTed Stock~ voting
together as a single class, shan be entitled to elect two (2) members of the Board of Directors and
so long as less than 50% but at least 25% of the Authorized Series A Prefen-ed Stock is
outstanding, the holders ofamajority of the shares of Series A Preferred Stock, voting together as
a single class, shall . be entitled to elect one (1) member of the Board of Directors (an such
directors, the "Series A Directors ;. At any time when there is less than 25% of the Authorized
Series A PrefelTed Stuck outstanding, the holders of the Series A Preferred Stock shall not have
the right to elect any Series A Directors, but shall retain all other voting rights set forth herein.
AU remaining members of the Board of Directors (including members to be elected after the
holders of Series A Preferred Stock are no longer entitled to elect directors as provided herein)
shall be elected in the manner provided in the Bylaws of the Corporation.
(ii) ~ion, Vacancies and R~rnova1 of Series A Directors. At any meeting
(or in a written consent in lieu thereof) held for the purpose of electing directors at a time when
the Series A Preferred StQck is entitled to vote for the election of directors (A) the holder or each
share of Series A Preferred stock shall have one vote per share. (B) the presence in person or by
proxy (or the written consent) of the holders of a majority of the shares of Series B Preferred
Stock Lhen outstanding shall constitute a quorum of the Series A!PrefeITed Stock for the e1ec1ion
of directors to be dectod solely by the ho1ders of the Series PrefeIT~d Stock and (C) the
affilTIlative vote of such majority of the shares of Series A PrefeITed Stock present in person or
represented by proxy or, in the event ora wriLten consent, a majority of the shares of Series A
PrefeITed Stock then outstanding, shall be required to elect such directors. In the case of any
vacancy in the office of a Series A Director, the holders of a majority of the outstanding shares of
the Series A PrefeITed Stock, voting as provided above, may elect a successor or SUcc~ssors to
hold the office for the unexpired tenn of the Series A Director(s) whose place(s) shall be vacant.
A.IJy Series A Director may be removed during the aforesaid tenn of office, whether with or
without cause, only by the affumative vote of the holders of the Series A PrefeITed Stock as
prOY1 cicci above.
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(a) 113,"'datprv ReaemDtiop - On December 31, 2006 (the "Series A Mandatory
Redemption Date ), the:; Corporation shall redeem, out of funds legal1y available therefor, all of
the issued and outstanding shares of Series A Preferred Stock at a cas~ price per share ~qllal to
the Series A Liquidation Value (paid on the Series A Mandatory Redemption Date, the HSeries A
Redemption Price
).
(b) RedemDtion of Series A Preferred Stock a.t the EJection ofthe,_Hojd~rs. Upon the
written election of the holders of a majority of the shares or Series A PrefeITed Stock pursuant to
Section 6( d) (i) at any time after the occurrenc5-of any of the following events or circumstances
(each, an "Elective Redemption Event"), the Corporation shall be requiTed to redeem out of funds
1ega11y available therefor in accordnnce with the provisions of this Section 6 all or the outstanding
Series A PrefeITecl Stock, at the Series A Redemption Price:
(i)the OCCUlTence of any Change of Control (as defined in Section 3 (c));
(ii) the. initial offering and sale by the Corporation of equiiy securities of the
Corporation pursuant to a registration statement filed with the SecurIties and Exchange
Commission:o or any successor agency (a "Public Offering ) other than a Qualified Public
Offering (as defined in Section 7(b)); or
(iii) the occurrence of any of the following: (A) the Corporation fai1s to pay
any dividends on Series A Preferred Stock to the extent expressly required in Section 4; (B) the
Corporation fails to redeem the Series A PrefcITCd Stock or pay the Series A Redemption Prjce of
the Series A P~efeITed Stock :in full on any date established for the redemption thereof pursuant to
Section 6; (C) the Corporation fails to comply with Section 5(b); (D) the Corporation materially
breaches any of the provisions of Article VII orVTII of the Securities Purchase Agreement, datcd
as of April 28, 2000 among the Corporation and certam investors in the Corporatio11 or the
provisions of Section 3.02 of the Corporation s Shareholders Agreement, dated on or about
April 28, 2000 and any such breach remains uncured for at least ten days after rece1ving VvTitten
notice thereof; or (E) the Corporation: (1) commences any case, proceeding or other action under
any existing or future 1aw of any jurisdiction t domestic or foreign, relating to banlcruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered vvith
ft:spect to it, or seeh-ing to adjudicate it bankrupt or insolvent, or seeking reorganization.
composition, extension or other such relicf with respect to it or its de~ts, or seeking appointment
ora receiver, trustee, custodian or other similar official for all or substantial1y all of its assets
Banlcruptcy Action ), (2) becomes the debtor named in any Bankruptcy Action whichresults in
the entry of an order for relief or any such adjudication or appointmrnt remains undismissed or
undischarged for a period of ninety (90) days or (3) makes a general assignment for the benefit
its creditors, then, in addition to any rights or remedies provided herein or'at law or in equity to
the holders of the Senes A PrefeITed Stock.
(c) Not Subject to Cal1.The Series A PrefeITed Stock is not subject to redemption at
the option of the Corporation.
Cd)Manner of Redewotion.
(i) Red~mDtionNotices: Exercise of Elective R~de.mptiol1s. Immediately
upon the occurrence of an Elective Redemption Event, the Corporation shall delivc=r written
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notice of OCCUITehce of such ElecTIve Redemption Event (an "Elective Redemption Notice ) in
person, by certified or registered mail, return receipt requested, by overnight man or by telecopier
to each holder of record of Series A Preferred Stock, such notice to he addressed to each such
holder at its address as shown by the records ofille Corporation. The Corporation may also give
such Elective Redemption Notice in the same: manner prior to the occurrence of the Elective
Redemption Event, which notice shall specify the Elective Redemption Event and the date it is
expected to occur. Each holder of Series A Preferred Stock that wishes to exercise such holder
right to elective redemption shall do so by delivering written notice thereof to the Corporation at
any time after the earlier of the occurrence of such Elective Redemption Event or the date of such
holder s receipt of the Elective Redemption Notice, and not later than ten (10) business days after
the later of the occurrence of such Elective Redemption Event or receipt by such holder of such
Elective Redemption Notice. If the holders of at least a majority of the Series A Preferred Stock
timely exercise their. rights to elective redemption, the redemption date for the elective
. redemption of shares of Series A PrefelTe:d Stock ("Elcctive Redemption Date ) shall be the tenth
(10th) business day after expiration of the foregoing ten (10) business-day period.
(ii) De:signation of Funds. On the :Mandatory Redemption Date and each
Elective Redemption Date (each, a "Redemption Date ), the Corpomdon s11al1 set aside in Lrust
for the benefit of the holders of the Preferred Stock to be redeemed the funds necessary for such
redemption, which funds shall be used to pay the applicable Series A Redemption Price and, if
applicable, the Series A Redemption Price for such shares upon the suuender of the related
certificates representing sueh Prefen-ed Stock to the Corporation for such redemption (or such
affidavits, indemnity and undertakings as would be necessary to replace any certificate c1airned to
have been. lost, stolen or destroyed).
(iii) TermirratioD.ofRights From and after the applicable Redemption Date
unless the Corporation defaults in payment of the Series A Redemption Price Of, if applicable, the
Series A Redemption Price for the shares of Preferred Stock to be redeemed pursuant herdo, (A)
such shares of Preferred Stock tendered shall no longer be deemed outstanding, (B) the rights to
Teceive- dividends thereon shall cease to accrue and (C) aU rights of the holders of such shares of
PTeferred Stock shal1 cease (other than the right to receive payment in full of the applicable
redemption price therefor).
(iv) Reinstatement: Continl.lationof Rights upon Defauh. If the Corporation
shall default in the payment of any portion of the applicable redemption price, then, in addition to
any other rights and remedies of the holders of the affected shnres of Preferred Stock which may
be available herein or at law or in equity, the shares of Preferred Stock that were to be redeemed
by such portion shall be deemed to have continued to be outstanding, dividends shall have
continued to accrue thereon) and such ho1ders shan have all of the rights of a holder thereof, until
stich time as such default shall no Longer be conti11Uing.
(e)Leg-ally Available Funds
(i) Remec;lial Action. If the Corporation believes that at the time of any
Redemption Date, the -Corporation would not have suffjcient funds of the Corporation ,1egal1y
available for such redemption as required under Section 345 of the IVIichigan Business
Corporation Act or any comparable provis1on of any succeeding law ("Legally Available Funds
to redeem the shares of Series A Preferred Stock to be redeemed under this Section 6, then the
Corporation shall promptly use all reasonable efforts to cause such Legally Available Funds to
become available in any manner permitted or contemplated by tne Act or any comparable
provision of any succeeding law. If, notwithstanding the Corporation s reasonable efforts
,..
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pursuant hereto, the Corporation is unable to fulfill such obligation to redeem the share:; uf SenesA Preferred Stock to be redeemed under this Section 6 because of insuffici~t L:;gal1:r AvailableFunds, the Corporation shan give prompt writtc:n notice thereof to each holder of shar:;s of SeriesA Preferred Stock to be redeemed ~pt:t:ifying in reasonable detail the nature "thereof and theextent, if any, to which the Corporation would be able to fulfill its obligations under this Section
(ii) Holdf;!" Outions. Upon receipt of notice from the Corporation asprovided in Section 6(e)(i) or upon the Corporation s failure to pay th~ applicable redemptionprice for any reason on any scheduled Mandatory Redemption Date or Electiye Redemption Darethe holders of shares of Series A PrefelTed Stock representing at least a majority of the shares ofSeries A Preferred Stock to be redeemed (the "Required Redeeming Holders ), in their sole andabsolute discretion, may elect (A) to defer the Redemption Date with respect to the shares ofSeries A Prefen-ed Stock to have been redeemed until
any of the fIfth (Sib) business day after thereare sufficient LegalIy Available Funds to effect such redemption; provickd, that" as and to theextent that there are sufficient Legally A vajJabJe Funds to effect such redemption theCorporation shall promptly make partial 'payments of the applicable redemption price firs! to theholders of the shares of Series A Preferred Stock to be redeemed, pro rata based upon eachholders respective aggregate Series A Redemption Price, in which case there shall be a series ofredemptions (in the foregoing priority)~ eacn of which shall take place not more than five (5)business days after there are sufficient Legally Available Funds to effect such redemption to anextent that would permit such partial payments of the applicable redemption price in incrementsof not less than Twenty-Five Thousand Dollars ($25 000) C'PartiaI1y Available Funds
);
(B) require that the Corporation issue a promissory note, in fonn and substance reasonablysatisfactory to the Required Redeeming Holders, to the ord~ of the holders of shares of Series APreferred Stock to be redeemed, payable on demand at an interest rate equal to the prime rate
leading money center banks as quoted in The Wan Stre~t Journal plus three hundred basis points(3.00%) compounded semi-annually, to the extent that payment in such form rather than in cashwould not result in insufficient Legally Available Funds; or (C) in the case of any electiveredemptionto declare that, in lieu of the provisions of the preceding sentence: the exercise of theelective redemption rights shalJ be rescinded inwhole or in part and such elective redemptionshall so be rescinded with the result that each holder of Series A Preferred Stock may
require theCorporation to redeem its shares of Series A Prefen-ed Stock at any timl:: thereafter until the laterof (A) with respect to the Series A Preferred Stock) the Selies A Mandatory Redemption Date or(B) eighteen (18) months after the date of tho foregoing notice of rescission.
7. Conversion of Series A PrefelTed Stock.The holders of the Series A Preferred Stockshall have conversion rights as follows:
(a) Right to Convert. Each share of Series A PrefeITed Stack shall be convertible
, atthe option of the holder thereof, at any time after the date of issuance of such share
aDd on or prior to theRedemption Date if any, at the offic~ of the Corporation or any transfer agent for the Series A
PrefelTedStock, into such number of fully paid and nonassessable shares of Common Stock
as is determined bydividing the Series A Liquidation Preference by the Conversjon Price then in effect. The initialConversion Price" for the Series A Preferred Stock shaH be $3.50 per share and shall be subject toadjustment as hereinafter set forth.
(b) Automa.tic Conversion of Series A Preferred Stock. Each share of Series APreferred Stock shall automatically be converted into
one or more share(s) of Common Stock based uponthe then-effective Conversion Price (i) immediately upon the closing
of a Public Offering, underwrittenon a fum commitment basis by an investment banking firm of national reputation, covering the offer and
1792753.
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sale to the public of shares of Common Stock for the account of the Corporation with aggregate net
proceeds received by the Corporation of at Jeast $30,000 000 and a price per share equal to an amount no
1ess than three (3) times the initia1 Conversion Price as set forth in Section 7(a) as adjusted for any stock
dividends, combinations or splits with respect to such shares (such an offering, a "Qualified Public
Offering
);
providfd that any such conversion shall be conditioned upon the closing with the undern'riter
of the sale of securities pursuant to such offering and the J1o1der(s) entitled to receive the Common Stock
issuable upon such conversion shan not be d~med to have converted such Series A Preferred Stock until
the closing of such sale of securities or (ii) upon the affirmative vote or written consent of the holders of
at least a majority of the Series A Preferred Stock to so convert.
(c) Me~banics of ConV~rS1QYL Before any holder of Series A Preferred Stock shall
be entitled to convert tbe ~meinto full st.a,res of Common Stock, such holder shal1 sUITender the
certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any1ransfer agent
for the Series A PrefeITed Stock and shall give written notice to the Corporation at such office that such
holder elects to convert the samc. In the ev:mt of an automatic conversion, the outstanding smres
Series A Preferred Stock shall be. converted automatically without any further action by the holders of
Series A Preferred Stock and whether or not tht certificates representing such shares are surrendered to
the Corporation or its. transfer agent. The Corporation shaH not be obligated to issue certificates
e\idencing Common Stock issuable upon automatic conversion unless and lmtil the certificates
representing the Series A Prefen-ed Stock are sun-endered to the Corporation or its transfer agent.
fractional shares of Common Stock shaH be issued upon conversion of the Series A Preferred Stock.
The Corporation shall, as soon as practicable after surrender of the certificates for the
Series A PrefeITed Stock, issue and deliver at the office of the Corporation to such holder of Series A
PrcfcITed Stock (i) a certificate or certificates far the number of shares of Common Stock to which such
holder shall be entitled as aforesaid and, if applicable, (ii) cash or a check payable to the holder equal to
any cash amounts payable as the n:sult of a conversion into fractional shares of Common Stock. Such
conversion shan be deemed to have been made at the time of surrender of the Series A PrefeITed Stock to
be ,converted Of, in the case of an automatic conversion, as provided in Section 7(b), and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall be treated for an
purposes as the record holder or ho1ders of such Common Stock at such time.
(d) Treatment of Fractional Shares All shares of Common Stock (including
fractions thereof) Issuable upon conversion of more than one share of Series A Prefen-ed Stock by a
holder thereof shall be aggregated for purposes of determining whether the coIlversion would result in the
issuance of any fractional share. If, after such aggregation, the conversIon would result in the issuance of
a fractional share of Common Stock, the Corporation shall: in lieu of issuing any fractional shares to
which the holder would otherwise be entitle~ pay cash equal to the fair market value of such fractional
share on the date of conversion, as de1crmined in good faith by the Board ofDirectoTs.
(e)Adjustments to Conversion Price
(i) SDecial Definitions. For purposes of this Section 7(e), the following
definitions shan apply:
(A) Additianal Common Shares': shall mean an Common Stock
issued (or, pursuant to Section 7(e)(iii), deemed to be issued) by the Corporation after the
Original Issue Date, other than Common Stock issued ar issuable at any time:
, .
(1)upon conversion of the Series A PrefeITed Stock;
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(2)upon exercise of any Emp1oyee Option;
(3)as a dividend or distribution on the Series A PrefeITed
Stock
(4) up to 380 000 shares of Common Stock pursuant to the
letter agreement, dated August 18, 1999 between th~ Corporation and Sigma Systems
GToup Inc. as in effect on April 1 2000; and
(5) by way of dividend or other distribution on Common
Stock .exc1uded from the definition of Additiona1 Common Shares by the. foregoing
clauses.
(B) Convertible Sec1.1rlties shall mean. any evidence of
indebtedness, shares or other securities convertible into or exchangeable for Common
Stock, whether at any time or upon the occurrence: of a stated event or otherwise , other
than the Series A Preferred Stock and the Warrants.
(C) EmuTQve~ Options" shan mean the Options issued at any time
pursuant to the Bullseye Telecom, Inc. 2000 Stock Option Plan.
(D) Fullv-Di1uted Basis ~ shall mean with respect to the Common
Stock, as of a particular time and without dup1ication, the total outstanding shares of
Common Stock as of such time, detennined by treating all outstanding Options as having
been exercised and by treating a11 Convertible Securities (inc1uding Convertible
Securities issuable upon exercise of an Option) as haV'ing been so converted; p"(-ovidg
that if .at any time of determination, the event giving rise to an)' adjustment hereunder
would trigger any anti-dilution rights of such Options or Convertible Securities or
othenvise increase the number of shares of Cornman Stock subject to such Options or
into which such Convertible Securities are convertible or exchangeab1e, the number of
shares of Common Stock deemed to be outst~nding immediately after such issuance shall
. include also such increase in the number of shares of Common Stock subject to such
Options or into which such Convertible Securities are convertible OT exchangeable.
(E) Ootions" shall mean rights, options or wammts to subscribe for,
purchase or otherwise acquire either Common Stock or Convertible Securities.
(F)Orilzinal Issue Date shan mcan Apri128, 2000.
(ii) No Adiustment of Conversion Price. No adjustment in the Conversion
Price of any share of Series A Preferred Stock shall be made in respect ofth~ issuance or deemed
issuance of Additional Common Shares unless the consideration per share for an Additional
Common Share issued or deemed to be issued by the Corporation is less than the Conversion
Price in effect immediately prior thereto.
(iii)Deemed T ~~:;ue of.M.Qitiona1 Common Shares
(A) ODtions and. CoI1vertib1e Securities 111 the event the
Corporation, at any time or from time to time aft~ the Original Issue Date, shall issue
any Options or Convertible Securities or shall fix a record date for the determination of
holders of any class of securities entitled to receive any such Options or Convertible
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Securities, then the maximum number of shares of Common Stock (as set forth in the
instrument relating thereto wlthout regard to any provisions contained therein fOT a
subsequent adjusm1ent of such number) issuable upon the exercise of such Options or, in
the case of Convertible Securitiei; and Options therefor, the conversion or exchangeD!
such Convertible Securities, shan bc deemed to be Additional Common Shares issued as
of the time of such issue or, in case such a record date shall have been fixed, as of the
close of business on such record date; pr.avid;:;d, that in any such casein which Additional
Common Shares are deemed to be issued:
(1) no further adjustment in the Conversion Price shan be
made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise .of such Options or conversion or exchange of such
Convertible Securities;
(2) if such Options or Convertible Securities by their terms
provide, with the passage of lime or otherwise, for any increase or decrease in the
cons1deration payable to the Corporation, or in the number of shares of Common
Stock issuable upon the exercise, conversion or exchange thereof, the Conversion
Price computed upon the original issue thereof (or upon the occurrence of a
record date with respect thereto), and any subsequent adjustn1'ents based thereon
, .
shall, upon any such increase or decreas~ becoming effective, be recomputed to
reflect such increase or decrease insofar as it affects such Options or the rights
conversion or exchange under such Convertible Securities; urovided, tbat no such
adjustment in the Conversion Price shan affect shares of Common. Stock
previously issued upon conversion of Series A PrefeITed Stock;
(3) upon the expiration of any such Options or any rights of
conversion or exchange under such Convertible Securities which shall not have
been exercised, the Conversjon Price computed upon the original issue thereof
(or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration, be
recomputed as if:
(1) in the case of Convertible Securities or Options
for Common Stock, the only Additional Common Shares 1~5ued, if any.
were shares of Common Stock actwil1y issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities
and the consideration received therefor was the consideration acffially
received by the Corporation for the issue of an such Options, whether or
not exercised, plus the consideration actually rec~i ved by the: Corporation
upon such exercise, or for the issut( 'of all sucb Converrible SecuriLies
which were actual1y converted or exchanged, plus the a dditi onaJ
consideration, if any, actually received by the Corporation upon such
conversion or exchange; and
(II) in the case of Options for Convertible Securities
the only Convertible Securities issuecL if any, were Convertible
Securities actually issued upon the exercise of such Options, and the
consideration received by the Corporation for the Additional Common
Shares deemed to have been issued was the consideration actually
received by the CorpomLion for the issue of all such Options, w:hether or
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GOLD SEAL APPEARS ONLY ON ORIGINAL
not exercised, plus the consideration actually received by the Corporation
upon the issue of the Convertible Securities with r~spect to which such
Options were actually exercised;
(4) no readjustment pursuant to clause (2) or (3) above shall
have the effect of increasing the Conversion Price to an amount which exceeds the lower
of (I) the Conversion Price on the original adj ustment date, or (II) the Conversion Price
that would have resulted from any issuance of Additional Common Shar~s between the
original adjustment date and such readjustment for which no adjuS1ment was made; and
(5) in the case of any Options which expire by their terms
not more than 60 days after the date of issue thereof, no adjustment of the Conversion
Price shall be made until the expiration or exercise of a11 suc.h Options, whereupon such
adjustment shall be made in the .same manner provided in clause (3) above.
(8) Stock Dividends . In the event thc Corporation, at any time or
from time to time after the Original Issue Date::, shall declare or pay any dividend on the
~on Stock payable in shares of Common Stock, then and in any such event
. Additional Common Shares shall be deemed to have been issued immediately after the
close of business on the record date for the detennination of holders of any class
securities entitled to receive such dividend for purposes of adjusting the Conversion
Price; provided, that if such record date is fixed and such dividend is not fully paid, the
only Additional Common Shares deemed to have been issued shall be the number of
shares of Common Stock actually issued as of the close of business on such record date
and such Conversion Price shall be recomputed accordingly.
(iv) Adjustment of Conversion Price Upon Issuance" of Additional Common
Shares. In the event the Corporation, at any time after the Original Issue Date, shall issuc
Additional Common Shares (including Additional Common Shares deemed to be issued pursuant
to Section 7(e)(iii)) vvithout consideration or for a consideration per share less than the then-
effective Conversion Price tben and in each such event, the Conversion Price shall be reduced
concurrently with such issue, to a price (calculated to the nearest $0.001) determined by
mu1tip1ying the Conversion Price by a fraction, the munerator of which shall be the number of
shares of Common Stock outstanding on a FuBy Diluted Basis immediately prior to such issue
'Plus the number of shares of Common Stock which the aggregate consideration received by the
Corporation for the total number of Additional Common Shares so issued would purchase at the
then-effective'Conversion Price and the denominator of whic~ shall be the number of shares of
Commun Stock outstanding on a fully Diluted Basis immediately after such issue (including "the
number of such Additional Common Shares so issued); provided,that if the event giving rise to
such adjusunent would trigger any anti-dilution rights of such Options or Convertible Securities
or otherwise increase the number of shares of Common Stock subject to -such Options or into
. which such Convertible Securities are convertible or exchangeable, then the number of shares
Common Stock deemed to be outstanding immediately after such issuance shan include also such
increase in the number of shares of Common Stock subject to such Options or into which such
Convertible Securities are convertible or exchangeable.
(v) Determination of ConSlderatioTI. For purposes of this Section 7(e), 1he
consideration received by the Corporation for the issue of any Additional Common Shares shall
be computed as follows:
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GOLD SEAL APPEo.RS ONLY ON ORIGINAL
(A)Cash and Property . Such consideration shall:
(1) insofar a.s it consists of cash, be computed at the
aggregFite amount of cash received by the Corporation;
(2) insofar as it consists of securities, be computed as set
forth in Section 3 (d) above;
(3) insofar as it consists of property other than cash or
securities, be computed at the fair market value thereof at the time of such issue
as determined in good faith by the Board of Directors; and
(4) in the ev~t Additional Common Shares are issued
together with other shares or securities or other asset~ of the Corporation for
consideration so received, be computed as provided in clauses (1) through (3)
above, as detC:TlTIined in good faith by the Board of Directors.
(B) ODtions and Convertible Securities. The consideration per share
received by the Corporation for Additional Common Shares deemed to have been issued
pursuant to Section 7(e)(iii)(A), relating to Options and Convertible Securities, shan be
determined by dividing:
(1) the total amount, if any, received or receivable by the
Corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additiona1 consideration (as
set forth in tho instruments relating thereto, without regard to any provision
contained therein for a rub sequent adjustment of such consideration) payable to
the Corporation upon the exercise of such Options or the conversion or exchange
of such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Sec1.11ities and. the
conversion or exchange of such Convertible Securities, by
(2) the maximum number of shares of Common Stock (as
set forth in the instruments 'I:elating thereto, without regard to any provision
contained therein or a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such Con.vertible
Securities.
(vi) Ad;ustments fur Subdivisions or Combinations of Common Stock. In
the event that at any time or from time to time the Corporation shall:
(A) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock (a "Stock Subdivision ), or
(B) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock (a HStock Combination
then the Conversion Price in effect immediately prior thereto ~hall, concUlTently with the
effectiveness of such event, be (1) proportionately decreased in the case or a Stock Subdivision
and (2) proportionately increased in the case of a Stock Combination.
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~OLD SEAL APPEARS ONLY ON ORIGINAL
(vii) Ad;usrments for Other Distributions. In the event the Corporation at any
time or from time to time makes, or fLxes a record date for, a determination of nolders of
Common Stock entitled to receive any distribution payable in securities or other property of the
Corporation other than Common Stock and other than as otherwise adjusted in tills Section 7
then and in each such event, provision shall be made so that the holders of Series A Preferred
Stock shall receive U'Don conversion thereof, in addition to the number of shares of .Common
Stock receivable thereupon, the amount of securities and other property of the Corporation which
they would have received had their shares of Series A PrefelTed Stock been converted into
Common Stock on the date of such event and had they thereafter, during the period from 1he date
, of such event to' ~nd including the date of conversion, retained such securities and other property
receivable by them as aforesaid during such period, subject to all other adjustments called for
during such period under this Section 7 'N'ith respect to the rights of the no1ders of the Series A
Preferred Stock. .
(viii) Miustmenrs, for ReGlassificatioo.. Exchange . and Substimtion If the
Common Stock issuable upon conversion of the Series A Preferred Stock shan. be changed into
the same or a different number of shares of any other class or classes of Stock, wheth~r by capita1
reorganization, reclassification, merger, share exchange or otherwise (other than a Stock
Subdivision or Stock Combination provided for above), the Conversion Price then in effect shall
concurrently with the effectiveness of such reorganization, reclassification~ merger, share
exchange or other transaction, be appropriately and equitably adjusted such that the Series A
PrcfcITed Stock shall be convertible into, in lieu of the number of shares of Common Stock which
the holders would otherwise have been entitled to receive, that number of shares of such other
class or c1asses of stock equivalent to the numbcr of shares of Common Stock that would have
been subject to receipt by the holder~ upon conversion of the Series A Preferred Stock
immediately before such change.
"'
(f) No Impai1TD~t of Series. APref:;rreJi ,Stock. In case at any time or from time to
time the Corporation shall take any action affecting its Common Stock, other than an action described
abo~e in this Section 7, then, unless in the opinion of the Board of Directors of the Corporation such
action win not have a material adverse effect upon the rights of the holders of Series A Preferred Stock
(taking into consideration, if necessary, any prior actions which the Board of Directors deemed not to
materially adversely affect the rights of the holders), the Conversioll Price shall be adjusted in such
ma1111er and at ~llch time as the Board of Directors Df the Corporation may in good faith determine to be
equitable in the circumstances. The Corporation shall not, by amendment of its Articles of Incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue OT sale of
securities, recapitalization or any other voluntary action, avoid aT seek to avoid the observance or
perfonnance of any of the terms to be observed or performed hereundt:r by the Corporation but snal1 at all
times in good faith assist in the carrying out of all the provisions of this Section 7 and in the taking of all
such action as may be necessary or appropriate in order to protect the conversion rights of the hoh.lers of
the Series A Preferred Stock against impainnent.
(g)
Certificate as to Adiustments. Upon the occurrence of each adjustment or
readjustment of the Conversion Price pursuant to this Section 7, the Corporation at its expense shaH
pron1ptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to
each hulder Df shares of Scries A PrefeITed Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The
Corporation shall, upon the written reque~L at any time of any ho1der of Series A Preferred Stock, furnish
or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common
1792753.
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GO,LD SEAL APPEARS ONLY ON ORIGINAL
Stock and the amoU1)t, if any) of other property which at the time waul d be rec~ived upon the conversion
of shares of Series A. Prefen-ed Stock, a!=: applicable.
(h)'blotices ofR.eCCJTd . In the event that the Corporation shall propose ut any
time:
(i) to declare any dividend or distribution upon its Common Stock, whetheror not a regular cash dividend or a dividend payable in shares of capital stock and whether or not
out of earnings or earned surplus;
(ii) to offer for subscription pro rata to the holders of any class or series of its
stock any additional shares of stock of any class or series, or any other rights;
(iii) to effect any reclassification or recapitalization of. its outstandingCommon Stock involving a change in the: Common Stock; or
(IV) to merge or consolidate with or into any other corporation, or sell, leaseor convey all or substantial1y all of its property or business, or to liquidate, dissolve or wind up orenter into ~my share exchange;
then, in connection with each such event) the Corporation shall send to the holders of the Series APreferred Stock:
(A) at least twenty (20) days' prior written notice of the date which a record, shall be taken for such dividend, distribution or ~ubscription rights (and.specifying the date on which the holders of Common Stock shan be entitled thereto) orfor detenniningTights to vote in respect of the matters refeITed to in clauses (Hi) and (iv)above" and
(3) in the case of matters refeITed to in clauses (iii) and (iv) above, inthe event a record date is taken 'with respect to any such matter, at lea.t:;t twenty (20) days prior written notice of such record date or, if no such record date is taken, at least twenty
(20) days' prior written notice of the date when such matters shall take place (and
specifying the date on whieh the holders of Common Stock shall be entitled to exchange
their shares of Common Stock for securities . or othcr property deliverable upon the
OCCUITence of such event).
Each such written notice shaH be delivered personal1y or sent by commercial overnight courierservice, telecopy or first class mail, postage prepaid, addressed to the holders of the Series A PreferredStock at the address for each holder as shown on the books of the Corporation. Each such notice shall bedeemed to be duly given: when delivered by hand, if personally delivered; when dellvered by courier, ifdelivered by commercial overnight courier service; and five (5) business days after being deposited in themail, postage prepaid, if maned.
(i) Issue Taxes. The Corporation shaH pay any and all issue and other taxes thatmay be payab1e in respect of any issue or delivery of shares of Common Stock on conversion of Sencs A
Preferred Stock pursuant hereto; provided, that the Corporation shaH not be obligated to pay any transfertaxes resul~ng from any transfer requested by rmy holder in connection with any such conven;jon.
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GOLD SEAL APPEARS ONLY ON ORIGINAL
8. No Reiss~ of Preferred Stock. No shares of Series A Preferred Stock acquired by th~Corporation by reason of redemption. purchase or otherwise shaD be reissued, and any such shares shallbe canceJ1ed, retired and elimjnated from the shares which the Corporation shall be authorized to is!sue.
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GOLD SEAL APPEARS ONLY ON ORIGINAL
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ill 'WTTNESS WHEREOF, the und~rsigned has executed and subscribed this certificate as or Apri128, 2000.
-III tt....
GOLD SEAL APPEARS ONLY ON ORIGINAL
BUlLSEYE TELECOM, INC.
By: 1r f4l?2--
Pete . LaRose, VIce President - Finance
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BULLSEYE TELECOM, INC.
Exhibit B
Certificate of Authority to Transact Business within the State of Idaho
OS/25/2004 15: 15 2487842501 BULLSEYE
te of Idah
CERTIFICATE OF AUTHORITY
BULLSEYE TELECOM~ INC.
PAGE 04
FiI'e Number C 154737
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated:. .17' May 2004
SECRETARY OF STATE
OS/25/2004 15: 15 2487842501 BULLSEYE PAGE 05
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202
...
APPLICATION FOR CERTIFICATE
OF AUTHORITY (For Profit)
(Instructions on Back of Application)
lnUl~ AY '7 PM 2~ f.o
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The undersigned Corparatlon applies for a Certificate 01 Authority and states as fa~~~iF.o~
'HJ~~g
1, The name of the corporation is:
BULLSEYE TELECOM. INCA
2. Thf;l name whir;h it shall use in Idaho is: BULLSEYE TELECOM, INCA
3. It is incorporated under the law$ of: MICHIGAN
4. Its date of incorporation is: APRI L ".-, 2000
5. The address of its principal office is:
25900 GREENFIELD ROAD. SUITE 330, OAK PARK. MICHIGAN 48237
6. The address to which correspondence should be addressed. if different from item 5. is:
1401 Shoreline Cr.. Suite 2, Boise, Ie 83702
7" The street address of its registered office in Idaho is:?
and its registered agent in Idaho at that address is: Corporation Service Company
8. The names and respective business addresses of its d1rec:lors and officers are:
Name Office Addres$
Pl-EASE SEE ATTACHED LISTS
Signature:
~111/t#CuatDmer Aet:.t. # :
Dated:~r UBlng pre.pllld ~'J
S8cretBry of $1818 UB~ only
PETER K. LAROSEype erne:
VICE PRESIDENT, FINANCEapsc. :
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BULLSEYE TELECOM, INC.
Exhibit C
Officers and Directors
BullsEye Telecom, Inc.
Officers and Directors
All officers and directors can be reached at the Company s headquarters location: 25900 Greenfield Road
Suite 330, Oak Park, Michigan 48237 [phone]
Officers
William H. Oberlin
Chairman and Chief Executive Officer
Peter K. LaRose
Vice President - Finance, Treasurer & Secretary
Scott R. Loney
Vice President - Marketing
Thomas F. Tisko
Vice President - Business Operations
Bill R. Edwards
Vice President - Service Operations
Rosemary Albanese
Vice President - Client Services
Directors
William H. Oberlin
Chairman & CEO
L. Watts Hamrick
Director
Stephen J. Eley
Director
C. Alan Peyser
Director
John Zrno
Director
BULLSEYE TELECOM, INC.
Exhibit D
Stockholders
The Company Stockholders are filed under separate Seal as Confidential.
BULLSEYE TELECOM, INC.
Exhibit E
Financial Statements
The Company s Financial Statements are filed under separate Seal as Confidential.
BULLSEYE TELECOM, INC.
Exhibit F
Profiles of Senior Management Key Personnel
BULLSEYE TELECOM, INC.
Management Profiles
William H. Oberlin - Chairman and Chief Executive Officer
William Oberlin, Chairman and Chief Executive Officer, is responsible for providing strategic direction
business development and leadership on technology issues. Prior to joining BullsEye he was Chief Executive
Officer of Midcom Communications, which he joined in 1996. From 1988 to 1996 he played a key role in the
turnaround of Allnet Communications which was sold to Frontier Communications in 1995. Mr. Oberlin
began his career in a series of sales and marketing positions, first at New Jersey Bell and subsequently in senior
roles at Sprint, DHL Business Systems and the U.S. operations of Cable and Wireless. He holds a bachelor
degree in economics from Rutgers University.
Peter K. LaRose - Vice President for Finance and Secretary
Peter LaRose, Vice President for Finance, has served in a number of senior financial positions, primarily in the
telecommunications industry. He began his career with Price Waterhouse and Co., where his service included
performing audits for foreign subsidiaries of U.S. and Spanish firms. He served as Vice President of Finance
and Controller for MCI Communications and as Vice President of Finance for both Winstar Gateway Networks
and for Midcom Communications. Mr. LaRose holds a B.S. in Business Administration from Pennsylvania
State University and is a Certified Public Accountant.
Bill R. Edwards - Vice President of Service Operations
Bill Edwards, Vice President of Service Operations, brings twenty years of telecommunications service
experience to BullsEye Telecom. His work at BullsEye has included key contributions to the design,
development and operation of a highly automated order management, service provisioning and customer
service infrastructure. His responsibilities include the continued development and operation of many of the
non-IT -related components of the Company s back office.
Rosemary P. Albanese - Vice President of Client Service and Support Systems
Rosemary P. Cooter, Vice President of Client Service and Support Systems, has over ten years experience in
the Inbound/Outbound telemarketing arena overseeing the selling and servicing of several telecommunications
clients. She worked at The Faneuil Group from 1992-1998 as the Director of Quality and Change Management
where she ensured consistency in processes and procedures for multiple North American call centers, and
instituted Best Practices throughout the company. Between 1998-2003, Ms. Cooter served as Vice President of
Operations for Telemarketing Concepts. Her responsibilities included the effective and profitable running of all
S. Call Centers, and the executive guidance for all major company accounts. She also provided all
supervisor/management training. At BullsEye, Ms. Cooter is responsible for all Corporate Quality initiatives
Customer Service, billing, Sales Operations and Training. She has a B.A. from Illinois State University.
BULLSEYE TELECOM, INC.
Management Profiles, (Cont'
Scott R. Loney - Vice President of Marketing
Scott Loney, Vice President of Marketing, began his career at Allnet Communications where helped lead an
integrated sales and marketing program focused on dedicated T1 voice and data services. After Allnet, he
joined Midcom Communications as Director of Marketing, where he led product management for long distance
voice and data services and worked extensively in the field of frame relay, Internet and other packet-switched
data services. Mr. Loney also served as a marketing consultant with NET -tel Communications. He earned his
MBA at the University of Michigan and holds a BA in History and MA in Telecommunications from Michigan
State University.
Tom Tisko - Vice President of Business Operations
Tom Tisko, Vice President of Business Operations, began his career in information systems and operations
management at Electronic Data Systems Corporation where he was responsible for leading and managing
teams of systems engineers in resource allocation, technical guidance and career development. From 1995-
1999 he served as Operations Manager, and later as General Manager, of AdVal Communications where he
was responsible for the successful operation of order management and billing systems, back-office IT functions
and customer service. Mr. Tisko holds a combined BS in Computer Science and Business Administration from
Michigan Technological University and an MBA from Golden Gate University.
BULLSEYE TELECOM, INC.
Exhibit G
Proposed Service Area Map
BullsEye seeks statewide authority to offer its services.