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EXHIBIT 4.11
BLUE RHINO CORPORATION
CERTIFICATE OF DESIGNATION, NUMBER OF AUTHORIZED SHARES
OF SERIES A CONVERTIBLE PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of
the State of Delaware
I, Billy D. Prim, President of Blue Rhino Corporation, a
Delaware corporation (the "COMPANY"), pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, do hereby make this
Certificate of Designation and do hereby state and certify that the Board of
Directors duly adopted the following resolution:
WHEREAS, pursuant to the authority expressly vested in the
Company's Board of Directors by the Company's Second Amended and Restated
Certificate of Incorporation, as amended, the Board of Directors has previously
fixed the designation and preferences and relative, participating, optional and
other special rights, qualifications, limitations and restrictions
(collectively, "RIGHTS") of the Company's Series A Convertible Preferred Stock,
$0.001 par value per share ("SERIES A PREFERRED"), which Rights were reflected
in a Certificate of Designation dated and filed on September 7, 2000 pursuant to
Section 151 of the General Corporation Law of the State of Delaware;
RESOLVED, that the number of designated shares of Series A
Preferred be and hereby is increased to 3,133,333.
IN WITNESS WHEREOF, Blue Rhino Corporation caused this
Certificate to be signed by its President and attested by its Secretary on this
25th day of October, 2000.
BLUE RHINO CORPORATION
By: /s/ Billy D. Prim
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Billy D. Prim
CEO and President
ATTEST:
/s/ Mark Castaneda
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Mark Castaneda
Secretary
