Certificate of Amendment to Amended and Restated Certificate of Designation for Series A, B, and C Convertible Preferred Stock of INSCI Corp.

Summary

INSCI Corp. has amended its existing certificate of designation for its Series A, B, and C Convertible Preferred Stock. The amendment, approved by the Board of Directors, changes the allocation of authorized shares among the three series, specifying the number of shares for each. This legal filing certifies the amendment was properly adopted under Delaware law and is signed by the company's president.

EX-10.84 3 exh10-84.txt AMENDED CERT. OF DESIGNATION Exhibit 10.84 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK SERIES B CONVERTIBLE PREFERRED STOCK SERIES C CONVERTIBLE PREFERRED STOCK OF INSCI CORP. - -------------------------------------------------------------------------------- INSCI Corp. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the Sate of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said Corporation, by consent of its members, filed with the minutes of the Board, adopted the following resolutions to amend the second paragraph on page 2 of the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock which was filed with the Office of the Secretary of the State of Delaware on December 4, 2003 (the "Amended and Restated Designation") in its entirety as follows: RESOLVED, that the second paragraph on page 2 of the Amended and Restated Designation is hereby amended in its entirety to read as follows: RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation (the "Board") by its Certificate of Incorporation, as amended, the designations of the three series of preferred stock be and hereby are amended and restated, consisting of a total of 10,000,000 authorized shares, to be designated (i) "Series A Convertible Preferred Stock", which consists of 1,668,274 authorized shares (the "Series A Preferred Stock); (ii) Series B Convertible Preferred Stock", which consists of 2,317,040 authorized shares (the "Series B Preferred Stock); and (iii) Series C Convertible Preferred Stock", which consists of 6,014,686 authorized shares (the "Series C Preferred Stock", and collectively with the Series A Preferred Stock and the Series B Preferred Stock, the "Preferred Stock"), having the following rights, preferences, privileges, qualifications and restrictions: SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, I, THE UNDERSIGNED, being the President of the Corporation do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this day of March, 2004. /S/ HENRY F. NELSON ____________________________ (SEAL) Henry F. Nelson President