Exhibit 4.8
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS
OR
SERIES A REDEEMABLE PREFERRED STOCK
BY RESOLUTION OF THE BOARD OF DIRECTORS
AND
UNANIMOUS WRITTEN CONSENT OF SERIES A STOCKHOLDERS
OF
TADEO HOLDINGS, INC.
Under Section 242 of the
Delaware General Corporation Law
Tadeo Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
Pursuant to the requirements of Section 242 of the General Corporation
Law of the State of Delaware, in accordance with the authorization of the
unanimous written consent of the holders of all of the Corporation's Series A
Redeemable Preferred Stock (the "Series A Stock"), the Board of Directors of the
Corporation, by unanimous written consent, adopted a resolution providing for an
amendment to the Certificate of Designations, Preferences and Relative,
Participating, Optional or Other Special Rights of Series A Redeemable Preferred
Stock (the "Certificate of Designations"), to provide for the conversion, at the
option of the Corporation, of the Series A Stock into shares of the Corporations
common stock, $.0001 par value per share (the "Common Stock"), which resolution
is as follows:
RESOLVED, that is it desirable and in the best interests of the
Corporation to amend the Corporation's Certificate of Designations to provide
for the conversion of the Series A Stock into shares of Common Stock at the
conversion rate of 5.9280844 shares of Common Stock for each share of Series A
Preferred Stock converted, that the Certificate of Designations be amended by
adding a new paragraph 5 as follows:
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"5. Mandatory Conversion.
The Corporation may, upon five (5) days' written notice to
each holder of the Series A Preferred Stock, at is sole option, redeem
all or a portion of the Series A Preferred stock, pro rata with respect
to the number of shares held by each stockholder thereof, at the rate
of 5.9280844 shares of common stock of the Corporation, $.0001 par
value per share for each share of Series A Preferred Stock called by
the Corporation for such conversion."
and that each paragraph of the Certificate of Designations following new
paragraph 4 be re-designated with the number next succeeding its current number,
from the next paragraph currently numbered 4 through the last paragraph
currently numbered 8, so that the next paragraph currently numbered 4 shall be
re-numbered 5 an the last paragraph currently numbered 8 shall be re-numbered 9.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under penalties of perjury as
of this 13th day of August, 1998.
/s/Brian D. Bookmeier
-------------------------------
Brian D. Bookmeier, President
