Exhibit 3.13
CORRECTED CERTIFICATE
OF
CERTIFICATE OF DESIGNATION OF5%SERIES A CONVERTIBLE PREFERRILD STOCK
OF
OMNICOMM SYSTEMS, INC., a Delawarecorporation,
Pursuant to Section 103(l)of the General Corporate Law of the State of Delaware the ("GCL"), the undersigned, being the Chief Financial Officer of OmniComm Systems, Inc., hereby certifies as follows:
1. | The name of the corporation is OMNICOMM SYSTEMS, INC. (hereinafter referred to as the "Corporation"): |
2. | The Certificate of Amendment to Certificate of Designation (the "Amended Certificate") of 5% Series A Convertible Preferred Stock (the "Series A Preferred Stock") of the Corporation as filed with the State of Delaware on September 6.2002 is hereby corrected to accurately establish the Stated Value of the Series A Preferred Stock as $1.00 per share. so that the Third Paragraph of the Amended Certificate is corrected to read as follows: |
ThirdParagraph ischanged toread:
THIRD:
i. | that the holders of record of the 5 Series A Convertible Preferred Stock shall be entitled to receive, when andasdeclared and paid by the Company's Board of Directors or upon conversion of the 5% Series A Convertible Preferred Stock or upon any liquidation. dissolution or winding up of the Company, whether voluntary or involuntary, out of funds legally available for the declaration and payment of dividends, and in preference to any declaration or payment of dividends and distributions on any class or series of capital stock of the Company hereafter created not specifically ranking by its terms senior to or on parity with the 5% Series A Convertible Preferred Stock (collectively with the Common Stock. the Junior Securities), dividends at the rate of 5% of the Stated Value per share per annum (subject to adjustment in the event of stock splits, combination or similar events). Such dividends shall accrue quarterly from the date of the Amendment. Dividends per share shall be payable, at the Company's option, either in cash or in shares of Common Stock valued at $1.50 per share. Dividends on the 5% Series A Convertible Preferred Stock shall be cumulative so that if for any dividend accrual period, dividends in the amount specified in this section are not declared and paid or set aside for payment. the amount of accrued but unpaid dividends shall accumulate and be added to the dividends payable for subsequent dividend accrual periods; and |
ii.Unless full cumulative dividends onall outstanding shares of 5% Series A Convertible Preferred Stock for all past dividends periods have been declared and paid, ordeclaredand11sufficient sum for the payment thereof set apart, no dividend whatsoever shall be declared or paid upon, nor shall any distribution be made upon, any Junior Securities. nor shall any shares of junior Securities be purchased or redeemed by the Company nor shall any moneysbepaid to or made available for a sinking fund forthepurchase or redemption of any Junior Securities (other than, in each case, a distribution .or payment made solely in shares of Junior Securities), without, ineachsuch case, the written consent of the holders of a majority of the outstanding shares of 5 Series A ConvertiblePreferred Stock,voting together as a class. |
This amendmentshallbe effective on August 2, 2002for accounting purposes only.
Dated: May 13, 2003
| OmniComm Systems, Inc. |
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| By: | /s/ Ronald T. Linares |
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| Ronald T. Linares |
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| Chief Financial Officer |
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