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Exhibit 4.5
AMENDED
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES G
8% CONVERTIBLE PREFERRED STOCK
OF
ImaginOn, Inc.
(a Delaware corporation)
_______________________________________________________________________________
ImaginOn, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Company"):
DOES HEREBY CERTIFY:
1. No shares of the Series G 8% Convertible Preferred Stock of ImaginOn,
Inc. have been issued or are outstanding.
2. The following resolution has been adopted by the board of directors of
the Company in accordance with Section 151(g) of the Delaware General
Corporation Law for the purpose of amending the Company's Certificate of
Designations, Preferences and Rights of Series G 8% Convertible Preferred Stock,
as amended to date. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Designations, Preferences and Rights of
Series G 8% Convertible Preferred Stock be amended by replacing Section
5(c)(i) of the Company's Certificate of Designations, Preferences and
Rights of Series G 8% Convertible Preferred Stock with the following:
(c)(i) The conversion price for each share of Preferred Stock in
effect on any Conversion Date (the "Conversion Price") shall be determined
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as follows: the Conversion Price shall equal the lower of $0.60, or 80% of
the Market Price on the Conversion Date (the "Initial Conversion Price");
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provided, however, that in no event shall the Conversion Price be less than
$0.10 (the "Minimum Conversion Price"). The "Market Price" shall be
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defined as the average of the closing bid prices of the Company's Common
Stock over the immediately preceding five (5) consecutive Trading Days as
reported by Nasdaq SmallCap Market on the Conversion Date. Notwithstanding
the foregoing, if the Company is obligated to pay damages pursuant to
Section 2(c)(i) of the Registration Rights Agreement and fails to pay any
such amount within five (5) days of its due date, the Conversion Price
shall immediately and automatically be adjusted to $0.25, if lower than the
Conversion Price.
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IN WITNESS WHEREOF, ImaginOn, Inc. has caused this certificate to be signed
by its duly authorized officer this the 17th Day of October, 2000.
ImaginOn, Inc.
/s/ David Schwartz
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David Schwartz, Chief Executive Officer
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