CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF DESIGNATIONS,
RIGHTS AND PREFERENCES
OF
SERIES A PREFERRED STOCK
$.001 PAR VALUE
OF
24HOLDINGS INC.
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PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
--------------------
24HOLDINGS INC., a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(the "DGCL") (the "Corporation") does hereby certify the following:
FIRST: The name of the corporation is 24Holdings Inc.
SECOND:
WHEREAS, pursuant to the authority conferred upon the Board of
Directors of the Corporation (the "Board") by the Certificate of Incorporation
of the Corporation, as amended (the "Certificate of Incorporation") the Board,
(i) by a unanimous written consent adopted resolutions authorizing the creation
and issuance of a series of 500,000 shares of Series A Preferred Stock, $.001
par value per share (the "Series A Preferred Stock") and (ii) on September 29,
2005, caused the filing of a Certificate of Designations, Rights and Preferences
of the Series A Preferred Stock (the "Certificate of Designation") with the
Secretary of State of the State of Delaware;
WHEREAS, pursuant to Section 151(g) of the DCGL the number of shares of
Series A Preferred Stock may be increased by a certificate setting forth a
statement that the increase has been authorized and directed by a resolution or
resolutions adopted by the Board, and that such certificate shall have been
executed, acknowledged and filed in accordance with Section 103 of the DCGL;
WHEREAS, pursuant to Section 5 a. of the Certificate of Designation the
Corporation is required to obtain the prior approval of the holders of not less
than a majority of the outstanding shares of Series A Preferred Stock (the
"Series A Holders") to increase to 600,000 the number of authorized shares of
Series A Preferred Stock authorized (the "Amendment"); and
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WHEREAS, on May 11, 2006, by unanimous written consent (i) the holders
of the Series A Preferred Stock approved the Amendment; and (ii) the Board
adopted resolutions authorizing the Amendment, which resolution is as follows:
RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board by (i) the Certificate of Incorporation, (ii) Section 151(g)
of the DCGL and (iii) the Series A Holders in accordance with Section 5 a. of
the Certificate of Designation, the Board hereby approves and authorizes an
increase to 600,000 the number of shares of stock designated as Series A
Preferred Stock and directs the officers of the Corporation to take any and all
actions necessary or required to accomplish the foregoing; and be it further
RESOLVED, that to accomplish the purpose of the foregoing resolution,
numbered paragraph 1 of the Certificate of Designation be revised and as revised
shall read as follows:
1. DESIGNATION. The shares of the Series shall be designated
"Series A Convertible Preferred Stock" (hereinafter referred to as the
"Series A Preferred Stock"), and the number of shares constituting the
Series shall be 600,000, $.001 par value per share. The number of
authorized shares of the Series may be reduced by further resolution duly
adopted by the Board of Directors of the Corporation and by filing
amendments to the Certificate of Designations pursuant to the provisions
of the General Corporation Law of the State of Delaware stating that such
reduction has been so authorized, but the number of authorized shares of
this Series shall not be increased.
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Executed on this 11th day of May, 2006
24HOLDINGS INC.
By: /s/ Arnold P. Kling
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Arnold P. Kling, President
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