Certificate of Retirement of Series F Convertible Preferred Stock of The Ashton Technology Group, Inc.

Summary

The Ashton Technology Group, Inc. certifies that all outstanding shares of its Series F Convertible Preferred Stock have been exchanged for 9% Secured Convertible Notes. As a result, the Series F Convertible Preferred Stock is retired, and all references to it are removed from the company's Certificate of Incorporation. The retired shares will now be considered authorized but unissued preferred stock. This action is formalized under Delaware law as of January 17, 2002.

EX-4.5 5 ashtonex4-5.txt EXHIBIT 4.5 CERTIFICATE OF RETIREMENT OF THE SERIES F CONVERTIBLE PREFERRED STOCK OF THE ASHTON TECHNOLOGY GROUP, INC. Pursuant to Section 243(b) of the General Corporation Law of the State of Delaware The Ashton Technology Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows: 1. All outstanding shares of the Series F Convertible Preferred Stock have been exchanged for 9% Secured Convertible Notes. 2. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon filing of this Certificate of Retirement, all the shares of the Series F Convertible Preferred Stock shall be retired and the Certificate of Incorporation of the Corporation shall be amended so as to eliminate all reference to the Series F Preferred Stock and then all such shares will assume the status of authorized and unissued Shares of Preferred Stock. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be executed and attested and its corporate seal to be affixed hereto this 17th day of January 2002. THE ASHTON TECHNOLOGY GROUP, INC. By: /S/ Fredric W. Rittereise -------------------------- Fredric W. Rittereiser Chairman and Chief Executive Officer