Certificate of Decrease of Series 1-A Convertible Preferred Stock of Vsource, Inc.
Vsource, Inc. has officially reduced the number of its Series 1-A Convertible Preferred Stock shares from 2,802,000 to 67,600, as approved by its Board of Directors. The remaining 2,734,400 shares have been returned to the pool of undesignated preferred stock. This change was made in accordance with Delaware corporate law and is documented in this certificate signed by the company's CEO.
CERTIFICATE OF DECREASE
OF
SHARES DESIGNATED
AS
SERIES 1-A CONVERTIBLE PREFERRED STOCK
Vsource, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
That the rights, preferences, privileges, restrictions and other matters relating to said corporation's Series 1-A Convertible Preferred Stock were set forth in Article 4 of the Certificate of Incorporation of the corporation filed in said office of the Secretary of State on November 8, 2000.
That the Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the Board, on June 29, 2005 duly adopted a resolution authorizing and directing a decrease in the number of shares designated as Series 1-A Convertible Preferred Stock of the corporation, from 2,802,000 shares to 67,600 shares, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware. The 2,734,400 shares were returned to the status of undesignated shares of said corporation's Preferred Stock.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by Dennis M. Smith, its Chief Executive Officer, this 29th day of June, 2005
| Dennis M. Smith Chief Executive Officer Vsource, Inc. |
