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EXHIBIT 4.3
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:
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 Corporation in accordance with Section 151(g) of the Delaware General
Corporation Law for the purpose of amending the Corporation's Certificate of
Designations, Preferences and Rights of Series G 8% Convertible Preferred Stock.
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 Corporation'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
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determined as follows: (A) from the Original Issue Date until a date
which is the six month anniversary of the Original Issue Date, the
Conversion Price shall equal the lower of (x) $1.125, or (y) 150% of
the Market Price on the Original Issue Date (the "Initial Conversion
------------------
Price"), and (B) on the six month anniversary of the Original Issue
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Date, and on each such subsequent six month anniversary for so long as
the Preferred Stock is outstanding, the Conversion Price shall be
adjusted to the Conversion Market Price on such date, if that would
result in a lower Conversion Price (the "Adjusted Conversion Price");
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provided, however, that in no event shall the Adjusted Conversion
Price be less than $0.25. The "Conversion Market Price" shall be
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defined as the average of the closing bid prices of the Common Stock
over the twenty (20) consecutive Trading Days immediately preceding
the date of the calculation. Notwithstanding the foregoing, in the
event 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
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adjusted to $0.25; provided, however, that if the Conversion Price is
so reduced as a result of this provision because of a failure to
timely pay such damages and the shares are not converted by the
Investors prior to the sale by the Investors of such shares of
Preferred Stock to a third person, upon such sale and transfer the
Conversion Price will revert to the lower of $1.125 or 150% of the
Market Price on the Closing Date or to the Adjusted Conversion Price
as determined on each subsequent six month anniversary.
IN WITNESS WHEREOF, ImaginOn, Inc. has caused this certificate to be signed
by its duly authorized officer this the 16/th/ Day of August, 2000.
ImaginOn, Inc.
/s/ David Schwartz
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David Schwartz, Chief Executive Officer
