KANSAS SECRETARY OF STATE Corporate Certificate of Correction
Exhibit 4.02
KANSAS SECRETARY OF STATE
Corporate Certificate of Correction
1. Name of the corporation:
Brooke Corporation
2. State of Incorporation: Kansas
3. Specify the document and the inaccuracy that is to be corrected:
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF 13% PERPETUAL CONVERTIBLE PREFERRED STOCK SERIES 2006
4. Set forth the portion of the document in its corrected form:
In section 2(a)(xvi) the definition of Discount Rate shall be deleted in its entirety and inserted in lieu thereof the following:
Discount Amount means, on a per Converted Preferred Share basis, (1) the product of (x) the result of the following formula: twelve and one-half percent (12.5%), (y) (N/365) and (z) the Stated Value (such product, the Pre-Tax Discount Amount) minus (2) the total amount of any income, withholding or other taxes paid by Holder in connection with such Pre-Tax Discount Amount; provided, that, to the extent such taxes are not withheld by the Company, Holder shall provide reasonable proof to the Company of any such tax payments or a certification with respect thereto. For purposes of the calculation of the Discount Amount, N means the number of days from, but excluding, the applicable Conversion Date through and including the second (2nd) anniversary of the Initial Issuance Date.
I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.
Executed on the 15th of September, 2006.
/s/ Anita Larson |
Signature of authorized officer |