Certificate of Decrease of Series 2-A Convertible Preferred Stock Shares by Vsource, Inc.
Vsource, Inc. has officially reduced the number of its Series 2-A Convertible Preferred Stock shares from 1,672,328 to 3,900, as approved by its Board of Directors. The remaining 1,668,428 shares have been returned to the pool of undesignated preferred stock. This change was made in accordance with Delaware law and is documented in this certificate signed by the company's CEO.
CERTIFICATE OF DECREASE
OF
SHARES DESIGNATED
AS
SERIES 2-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 a Certificate of Designation setting forth the rights, preferences, privileges, restrictions and other matters relating to said corporation's Series 2-A Convertible Preferred Stock was 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 2-A Convertible Preferred Stock of the corporation, from 1,672,328 shares to 3,900 shares, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware. The 1,668,428 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. |
