exhibit4_1.htm


    
      

      

    

    


      STATE
OF DELAWARE

      DESIGNATION
OF RIGHTS AND PREFERENCES

      OF
SERIES E PREFERRED STOCK OF

      PLATINA
ENERGY GROUP, INC.

      


       

          Pursuant to
Section 151 of the Delaware Corporation Law and Article V, Section 1 of the
Articles of Incorporation the Board of Directors of Platina, Inc. (the
“Corporation”) has 

      designated
a portion of its 20,000,000 authorized Preferred Shares of Stock as Series E
Preferred Stock as follows:

       

          1.                       Designation and Initial
Number.  The class of shares of preferred stock hereby
classified shall be designated the “Series E Convertible Preferred Stock”


      (hereinafter
referred to as the “Series E Stock”).  The initial number of
authorized shares of the Series E Stock shall be 150,000.

       

          2.                 Conversion
Right.  Each share of the Series E Stock may be converted into
one thousand (1,000) shares of the Corporation’s common stock at any time at the
holder’s 

      discretion.
Fractional shares issuable upon such conversion will be rounded up to the
nearest full share.

       

          Subject to
adjustment as set forth below, a holder of Series E Stock may convert shares by
surrendering to the Corporation each certificate covering shares to be converted
together with a 

      statement
of the name or names in which the shares of common stock shall be registered
upon issuance (the date of such surrender, being the “Conversion Date”). Every
such notice of 

      election
to convert will constitute a contract between the holder giving such notice and
the Corporation whereby such holder will be deemed to subscribe for the shares
of common stock he 

      will be
entitled to receive upon such conversion and, in payment and satisfaction of
such subscription, to surrender the shares of Series E Stock to be converted and
to release the Corporation 

      from all
further obligation thereon and whereby the Corporation will be deemed to accept
the surrender of such shares of Series E Stock in full payment of the shares of
common stock so subscribed 

      for and
to be issued upon such conversion.  As promptly as practicable after
the Conversion Date, the Corporation shall issue and deliver to the converting
holder of the Series E Stock a certificate 

      representing
the number of shares of common stock into which the Series E Stock was converted
together with dividends, if any, payable on the Series E Stock so converted as
may be declared 

      and made
payable to holders of record of Series E Stock on the record date immediately
preceding the Conversion Date.  If a holder of Series E Stock elects
to convert only a portion of his Series E 

      Stock,
upon such conversion the Corporation shall also deliver to the holder of the
Series E Stock a new Series E Stock certificate representing the unconverted
Series E Stock. 

       

          In the event
of the Corporation’s
consolidation with or merger into another corporation, or sale of all or
substantially all of the Corporation’s properties and assets to any other
corporation, or 

      in case
of the Corporation’s
reorganization, each share of Series E Stock will become convertible only into
the number of shares of stock or other securities, assets or cash to which a
holder of the 

      number of
shares of
the Corporation’s common stock issuable (at the time of such consolidation,
merger or reorganization) upon conversion of such share of Series E Stock would
have been entitled upon 

      such
consolidation, merger, sale or reorganization.

       

           3.                       Adjustment of Conversion Rate.
If, at any time the Series E Stock of this Corporation is outstanding,
the Corporation increases or decreases the number of common 

      shares
outstanding through a stock split, stock dividend, or similar action, the
conversion rate for the Series E Stock shall be adjusted accordingly, so as to
make each share of 

      Series E
Stock convertible into the Same proportionate amount of common stock as it would
have been convertible into without such adjustment of the common stock. Each
Series E 

      shareholder
shall be notified in writing of the adjusted conversion rate within thirty (30)
days of such action by the Corporation.

       

           4.                       Voting Rights.  The
holders of the Series E Stock are not be entitled to vote, except as set forth
below and as provided by law.  On matters subject to a vote by holders
of the 

      Series E
Stock, the holders are entitled to one vote per share.  

       

          Without the
consent of the holders of Series E Stock, the Corporation may issue other series
of preferred stock which are junior to the Series E
Stock as to dividends and liquidation rights.  

      Without
the approval of the holders of at least a majority of the number of shares of
Series E Stock then outstanding, voting or consenting separately
as a class, the Corporation may not amend, alter 

      or repeal
any of the voting rights, designations, preferences or other rights of the
holders of the Series E Stock so as adversely to affect such
voting rights, designations, preferences or other rights.

       

           5.                       Reservation of
Shares.  The Corporation shall, so long as any of the Series E
Stock is outstanding, take all action necessary to reserve and keep available
out of its authorized 

      and
unissued common stock, solely for the purpose of effecting the conversions of
the Series E Stock, such number of shares of common stock as shall from time to
time be sufficient to effect the 

      conversion
of all of the Series E Stock.

       

           6.                       No Implied
Limitations.  Except as otherwise provided by express
provisions of this Statement, nothing herein shall limit, by influence or
otherwise, the discretionary 

      right of
the Board of Directors to classify and reclassify and issue any shares of
preferred stock and to fix or alter all terms thereof to the full extent
provided in the Articles of Incorporation of the 

      Corporation.

       

           7.                 General
Provisions.  In addition to the above provisions with respect
to the Series E Stock, such Series E Stock shall be subject to and be entitled
to the benefits of, the provisions 

      set forth
in the Corporation’s Articles of Incorporation with respect to preferred stock
generally.

       

      The
foregoing is approved by the Corporation’s Board of Directors on May 12,
2008.

       

       

       

      
        
          	 	

                  AUTHORIZED
      OFFICER OF

                  PLATINA
      ENERGY GROUP , INC.,

                  a
      Delaware corporation

                	 
	 	 	 	 
	
                  Date

                	
                  By:
      

                	/s/ Daniel
      W. Thornton	 
	 	 	Name:
      Daniel W. Thornton	 
	 	 	Title:
      Secretary