CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
ESQUIRE FUNDING GROUP, INC.
Under section 805 of the Business Corporation Law
WE, THE UNDERSIGNED, Ira Silverman and Daniel Silverman, be1ng the
pres1dent and the secretary respectively of Esquire Funding Group, Inc., hereby
certify:
1. The name of the corporation is Esquire Funding Group, Inc.
2. The certificate of incorporation of said corporation was filed in
the Department of State on the 12th day of December, 1988.
3. The certificate of incorporation is hereby amended by the addition
of the following provision fixing the number, designation, relative rights,
preferences, and limitations of 61 shares of Series A Preferred Stock, as fixed
by the board pursuant to authority vested in it by the certificate of
incorporation, to wit:
(a) Redemption. (i) The Series A Preferred Stock shall be redeemable,
in whole or in part, at the option of the Corporation, by resolution of its
Board of Directors, at any time and from time to time, at a redemption price of
$10,000 per share.
(ii) Not less than 30 nor more than 60 days prior to the date fixed for
redemption of the Series A Preferred stock or any part thereof, written notice
specifying the time and place thereof shall be given by mail to the holders of
record of the shares of Series A Preferred Stock selected for redemption, at
their respective addresses, as the same shall appear on the stock books of the
corporation. No failure to mail such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings for redemption. Any
notice which was mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives the notice.
(iii) Upon such redemption date, or upon such earlier date as the Board
of Directors shall designate for payment of the redemption price, the holders of
shares of Series A Preferred Stock selected for redemption and to whom notice
has been duly given shall cease to be stockholders with respect to such shares.
They shall have no further interest in or claim against the Corporation by
virtue thereof and shall have no voting or other rights with respect to such
shares {other than the right to convert such shares within the time hereinafter
set forth), except the right to receive the moneys payable upon such redemption
from the Corporation or otherwise, without interest thereon, upon surrender of
the certificates. The shares represented thereby shall no longer be deemed to be
outstanding.
(iv) Upon redemption or conversion of Series A Preferred stock in the
manner set out herein, or upon the purchase of the Series A Preferred Stock by
the Corporation, Series A Preferred Stock so acquired by the Corporation shall
be cancelled and shall not be reissued.
(b) Priority in Liquidation. {i) In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or otherwise, after payment or provision for payment of the debts and other
liabilities of the Corporation, the holders of the Series .A Preferred stock
shall be entitled to receive, out of the remaining net assets of the
Corporation, the amount of $10,000 in cash, for each share of Series A Preferred
Stock, before any distribution shall be made to the holders of any common stock
of the Corporation.
(ii) In the event, after payment or provision for payment of the debts
and other liabilities of the corporation, the remaining net assets of the
Corporation are not sufficient to pay the holders of Series A Preferred Stock,
then the remaining net assets of the Corporation shall be divided among and paid
to the holders of the Series A Preferred Stock according to their respective
shares. After such payment shall have been made in full to the holders of the
outstanding Series A Preferred stock or funds necessary for such payment shall
have been set aside in trust for the account of the holders of the .outstanding
Series A Preferred Stock, so as to be and continue to be available therefor, the
holders of the outstanding Series A Preferred Stock shall be entitled to no
further participation in such distribution of the assets of the corporation.
4. The foregoing amendments were authorized in the following manner: by
the unanimous written consent of the board of directors, followed by the
unanimous written consent of all the shareholders.
IN WITNESS WHEREOF, we have signed this certificate on the 11th day of
February, 1993 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ Ira Silverman
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Ira Silverman
President
/s/ Daniel Silverman
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Daniel Silverman
Secretary
