Certificate of Amendment to Certificate of Designation for Series B Convertible Preferred Stock of Zenascent, Inc.

Summary

This document is an amendment to the Certificate of Designation for the Series B Convertible Preferred Stock of Zenascent, Inc. It updates the terms regarding liquidation preferences and conversion rights for holders of this preferred stock. Specifically, it clarifies the amount Series B holders receive in a liquidation event and the conversion ratio to common stock. The amendment was duly adopted in accordance with Delaware law and signed by the company's Vice President on October 16, 2002.

EX-4.1 3 e840987.txt CERTIFICATE OF AMENDMENT EXHIBIT 4.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF ZENASCENT, INC. (Pursuant to ss.151(g) of the General Corporation Law of the State of Delaware) Zenascent, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: FIRST: The current name of the Corporation is Zenascent, Inc. SECOND: The first sentence of Section 4(a) of the Certificate of Designation is hereby amended and restated in its entirety to read as follows: In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the Holders shall be entitled to receive, immediately after any distributions to Senior Securities required by the Company's Certificate of Incorporation, as amended, or any certificate(s) of designation, and prior in preference to any distribution to Junior Securities, but on parity with any distribution to the holders of Parity Securities, an aggregate amount equal to the sum of (i) $2,430,000 and (ii) any due but unpaid dividends on the Series B Preferred Stock (the "Liquidation Preference"). THIRD: The first sentence of Section 6(a) of the Certificate of Designation is hereby amended and restated in its entirety to read as follows: Each Holder may, at any time at the sole option of the Holder, convert whole shares of Series B Preferred Stock into fifty (50) fully-paid and non-assessable shares of Common Stock, subject to adjustment as provided in Section 6(d). FOURTH: The amendments set forth above to the Corporation's Certificate of Amendment of Certificate of Designation have been duly adopted and written consent thereto has been given in accordance with the provisions of Sections 228 and 141(f) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed as of the 16th day of October, 2002. ----------------------------------------- James DiLorenzo, Vice President