CERTIFICATE OF CORRECTIONFILED TO CORRECT A CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES F-2 CONVERTIBLE PREFERRED STOCK OF VCAMPUS CORPORATION FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON MAY 8, 2002
Exhibit 10.74
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES F-2 CONVERTIBLE PREFERRED STOCK
OF
VCAMPUS CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE
ON
MAY 8, 2002
VCampus Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is VCampus Corporation.
2. That a Certificate of Designations, Preferences and Rights of Series F-2 Convertible Preferred Stock (the Certificate of Designations) was filed with the Secretary of State of Delaware on May 8, 2002.
3. That said Certificate of Designations was corrected by filing of a Certificate of Correction to the Certificate of Designations, which was filed as permitted by Section 103 of the General Corporation Law of the state of Delaware on July 2, 2002.
4. That said Certificate of Designations, as corrected, requires further correction as permitted by Section 103 of the General Corporation Law of the state of Delaware.
5. The inaccuracy or defect of said Certificate of Designations, and the required correction, is that the provision in Section 4(a) providing that . . . each holder of Series F-2 Preferred Stock [is] entitled to one vote for each share of Series F-2 Preferred Stock held by such holder . . . should have provided that each holder of Series F-2 Preferred Stock is entitled to one hundred (100) votes for each share of Series F-2 Preferred Stock held by such holder.
6. Section 4(a) of the Certificate of Designations is hereby corrected to read as follows:
(a) Except as otherwise provided by law or by subsection 4(b), the holders of the Series F-2 Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock voting together as a single class, with each holder of Common Stock entitled to one vote for each share of Common Stock held by such holder and each holder of Series F-2 Preferred Stock entitled to one hundred (100) votes for each share of Series F-2 Preferred Stock held by such holder on the record date relating to the matter being voted upon (as ratably adjusted for stock splits, combinations, consolidations, recapitalizations, reorganizations, reclassifications, stock distributions, stock dividends or other similar events with respect to the Common Stock occurring after the Issue Date).
IN WITNESS WHEREOF, said VCampus Corporation has caused this Certificate of Correction to be signed by its authorized representative, this day of July 2002.
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