**EXHIBIT 3.3**

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

SERIES B CONVERTIBLE PREFERRED STOCK($0.001 PAR VALUE PER SHARE) OF

CENTIV, INC.

(Pursuant to Section 151 of the Delaware GeneralCorporation Law)

I, John P. Larkin,President of CENTIV, INC. (the “Corporation”), a corporation organized andexisting under and by virtue of the provisions of the Delaware GeneralCorporation Law, do hereby certify that:

A.                                   The Certificate of Incorporation (the“Certificate of Incorporation”) of the Corporation authorizes the issuance ofup to 5,000,000 shares of preferred stock, $0.001 par value per share(“Preferred Stock”), in one or more series, and further authorizes the Board ofDirectors to provide by resolution for the issuance of shares of Preferred Stockin one or more series not exceeding the aggregate number of shares of PreferredStock authorized by the Certificate of Incorporation and to determine withrespect to each such series, the voting powers, full or limited, if any, andthe designations, preferences and relative, participating, optional or otherrights, if any, and the qualifications, limitations or restrictionsappertaining thereto.

B.                                     A resolution providing for and inconnection with the issuance of the Preferred Stock was duly adopted by theBoard of Directors on March 27, 2003 pursuant to authority expressly conferredon the Board of Directors by the provisions of the Certificate of Incorporationas aforesaid, which resolution provides as follows:

RESOLVED:  that the Board of Directors, pursuant toauthority expressly vested in it by Section B of the ARTICLE  FOURTH of the Certificate of Incorporation(the “Certificate of Incorporation”) of Centiv, Inc. (the “Corporation”),hereby authorizes the issuance of a series of convertible preferred stock ofthe Corporation and hereby establishes the voting powers, designations,preferences and relative, participating, optional and other rights, and thequalifications, limitations and restrictions appertaining thereto in additionto those set forth in such Certificate of Incorporation (or otherwise providedby law) as follows (the following, referred to hereinafter as “this resolution”or “this Certificate of Designations”, is to be filed as part of a Certificateof Designations under Section 151 of the Delaware General Corporation Law):

(1)                                  Number and Designation. One million (1,000,000) shares of the Preferred Stock of the Corporationshall be designated as Series B Convertible Preferred Stock (the “Series BPreferred Stock”).

 

(2)                                  Liquidation.

 

                                                (a)                                  In the event of any voluntary or involuntaryliquidation, dissolution or winding up of the affairs of the Corporation, theholders of shares of Series B Preferred Stock then outstanding shall beentitled to be paid out of the assets of the Corporation available fordistribution to its stockholders an amount in cash equal to two (2) times theSeries B Initial Stated Value (as defined below) for each share outstanding,plus an amount in cash equal to all accrued but unpaid dividends thereon to thedate fixed for liquidation, dissolution or winding up (the “Series BLiquidation Amount”) before any payment shall be made or any assets distributedto the holders of Corporation’s common stock, $.001 par value (“Common Stock”)or Series A Convertible Preferred Stock, $.001 par value (“Series A PreferredStock”).  The “Series B Initial StatedValue” is $5.00 per share (as adjusted for any stock dividends, combinations orsplits with respect to such shares after the filing date hereof). If the assetsof the Corporation, or the proceeds thereof, are not sufficient to pay in fullthe liquidation payments payable to the holders of outstanding shares of theSeries B Preferred Stock, then the holders of all such shares shall shareratably in such distribution of assets, or the proceeds thereof, in accordancewith the amount which would 

 

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have been payable on suchdistribution if the amounts to which the holders of outstanding shares ofSeries B Preferred Stock are entitled were paid in full.

 

                                                (b)                                 For the purposes of this paragraph (2), any of thefollowing, if approved by a majority of the outstanding shares of theCorporation’s capital stock entitled to vote thereon excluding the Series BPreferred Stock, shall be deemed to be a liquidation, dissolution or winding upof the Corporation, voluntary or involuntary:

 

(i)                                     the acquisition of the Corporation byanother entity by means of any transaction or series of related transactions(including, without limitation, any recapitalization, merger or consolidationbut excluding (a) any merger effected exclusively for the purpose of changingthe domicile of the Corporation or (b) any transaction if the Corporation’sstockholders of record as constituted immediately prior to such acquisitionhold more than 50% of the voting power, and 50% of the Common Stock on a fullydiluted basis, of the surviving or acquiring entity);

 

(ii)                                  a sale of all or substantially all of theassets or shares of stock of the Corporation;

 

(iii)                               the acquisition by the Corporation ofanother entity by means of any transaction or series of related transactions inwhich the Corporation is the surviving entity (including, without limitation,any recapitalization, acquisition of substantially all of such entity’s assets,merger or consolidation, unless the Corporation’s stockholders of record asconstituted immediately prior to such acquisition continue to hold more than50% of the voting power, and 50% of the Common Stock on a fully diluted basis,of the Corporation after such acquisition);

 

(iv)                              any recapitalization or reorganization ofthe Corporation, unless the Corporation’s stockholders of record as constitutedimmediately prior to such recapitalization or reorganization continue to holdmore than 50% of the voting power, and 50% of the Common Stock on a fullydiluted basis, of the Corporation after such acquisition; or

 

(v)                                 a liquidation, dissolution or winding upof a subsidiary of the Corporation or corresponding actions with respect tob(i) - b(iv) above taken by a subsidiary of the Corporation, the result ofwhich could affect the holders of the Series B Preferred Stock.

 

(3)                                  Dividends.

 

                                                (a)                                  From and after April 1, 2004, the holders of the thenoutstanding Series B Preferred Stock shall be entitled to receive, when and asdeclared by the Board of Directors, and out of any funds legally availabletherefor, cumulative dividends at the annual rate of****$0.40 per share (as adjustedfor any stock dividends, combinations or splits with respect to such sharesafter the filing date hereof). Dividends on the Series B Preferred Stock shall accumulate and accruedaily based on a 360-day year, beginning on April 1, 2004, whether or notearned or declared and shall be payable on the last day of each calendarquarter thereafter.  Dividends accruingon each share of Series B Preferred Stock shall be added to the Series BLiquidation Amount as they accrue and will remain a part thereof until suchdividends are paid as provided herein.

 

                                                (b)                                 The holders of shares of Series B Preferred Stockshall be entitled to receive on an as-converted basis, when, as and if declaredby the Board of Directors, out of funds legally available for the payment ofdividends, to the extent as, on the same basis as, at the same rate as, andcontemporaneously with, cash dividends when, as and if declared by the Board ofDirectors with respect to shares of any Common Stock and/or Series A PreferredStock; provided, however, that no such dividends shall be paid unless and untilsuch time as all dividends provided for in paragraph 3(a) have been paid incash to the holders of Series B Preferred Stock.

 

                                                (c)                                  So long as any shares of Series B Preferred Stock areoutstanding, no shares of Common Stock or Series A Preferred Stock shallbe purchased, redeemed or acquired by the Corporation or any 

 

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subsidiary thereof and nomonies shall be paid into or set aside or made available for a sinking fund forthe purchase, redemption or acquisition thereof; provided, however, that thisrestriction shall not apply to (i) the purchase of shares of Common Stock fromdirectors or employees of or consultants or advisers to the Corporation or anysubsidiary pursuant to agreements under which the Corporation has the option torepurchase such shares at cost upon the occurrence of certain events,including, without limitation, the termination of employment by or service tothe Corporation or any subsidiary, or (ii) the conversion of shares of Series APreferred Stock into Common Stock or the exchange of shares of Series APreferred Stock for shares of Series B Preferred Stock.

 

(4)                                  Conversion.

 

                                                (a)                                  Each share of Series B Preferred Stock shall beconvertible into shares of Common Stock in accordance with the provisions ofthis Section 4.  Conversion shall occur:(i) at the option of the holder at any time after the date of issuance of suchshare at the office of the Corporation or any transfer agent for such stock, or(ii) automatically in the circumstances described in paragraph 4(b).  In the event of such a conversion, theapplicable shares of Series B Preferred Stock shall convert into such number offully paid and non-assessable shares (calculated as to each conversion tothe nearest 1/100th of a share) of Common Stock as is determined by multiplyingthe number of such applicable shares of Series B Preferred Stock by the ConversionRatio (as defined below) on the date the certificate is surrendered forconversion in the event of a conversion under clause (i) above or on the dateof automatic conversion in the event of a conversion under clause (ii) above.    The “Conversion Ratio” shall be equal to(x) the Series B Initial Stated Value plus the amount of any accrued and unpaiddividends on such shares of Series B Preferred Stock divided by (y) theConversion Price.  The “Conversion Price”shall initially be $0.50 per share, and shall be subject to adjustment ashereinafter provided.  Accordingly, eachone (1) share of Series B Preferred Stock shall initially be convertible intoten (10) shares of Common Stock.

 

                                                (b)                                 Notwithstanding anything to the contrary herein, eachoutstanding share of Series B Preferred stock shall automatically convert uponthe occurrence of either: (i)  aConversion Milestone (defined below), or (ii) written consent of holders of 662/3% of the outstanding shares of Series B Preferred Stock to convert theoutstanding shares of Series B Preferred Stock into Common Stock; provided,however, that an automatic conversion shall only occur if a registrationstatement under the Securities Act of 1933, as amended, covering the resale ofthe shares of Common Stock issuable upon conversion of the Series B PreferredStock is then effective with the Securities and Exchange Commission.“Conversion Milestone” shall mean either (a) the Corporation’s pretax earningsfrom ongoing operations are equal to or greater than $6 million in theaggregate in any four consecutive fiscal quarters******as determined in accordance with UnitedStates Generally Accepted Accounting Principles (“GAAP”) as applied by theCorporation on the Original Issue Date (as defined below) and the closing tradingprice of the Corporation’s Common Stock is equal to or greater than $2.00 pershare (as adjusted for any stock dividends, combinations or splits with respectto such shares after the filing date hereof) for ten consecutive Trading Days(as defined below) or (b) upon a closing of a “firm commitment” underwrittenpublic offering of Common Stock in which the public offering price per share ofCommon Stock is at least equal to 3 times the then-applicable Conversion Pricefor the Series B Preferred Stock, and which offering results in gross proceedsto the Company of not less than $15 million. “Trading Day” shall mean abusiness day on which at least 50,000 shares of Common Stock are traded on theprincipal United States securities exchange or automated quotation system onwhich such security is listed or traded.

 

                                                (c)                                  Before any holder of Series B Preferred Stock shall beentitled to receive a certificate or certificates for shares of Common Stockupon conversion, such holder shall surrender the certificate or certificatesfor the holder’s shares of Series B Preferred Stock, duly endorsed, at theoffice of the Corporation or of any transfer agent for such stock, and, unlesssuch conversion is automatic pursuant to clause (b) above, shall give writtennotice to the Corporation at such office that such holder elects to convert thesame and shall state therein the name or names in which such holder wishes thecertificate or certificates for shares of Common Stock to be issued.  The Corporation shall, as soon aspracticable thereafter, issue and deliver at such office to such holder ofSeries B Preferred Stock, a certificate or certificates for the number ofshares of Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have beenmade (i) in the case such conversion is automatic pursuant to clause (b) above,upon the date that the Corporation provides a notice to the holders of Series

 

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B Preferred Stockcertifying that the conditions for automatic conversion have been satisfied(which must, in the case of a conversion as a result of the achievement of aConversion Milestone, include a certificate signed by the Corporation’sindependent auditors certifying the achievement of such Conversion Milestone),and (ii) in all other cases, immediately prior to the close of business on thedate of surrender of the shares of Series B Preferred Stock to be converted (ineither case, the “Conversion Date”), and the person or persons entitled toreceive the shares of Common Stock issuable upon such conversion shall betreated for all purposes as the record holder or record holders of such sharesof Common Stock on such date.

 

                                                (d)                                 All shares of Series B Preferred Stock which have beenconverted as herein provided shall no longer be deemed to be outstanding andall rights with respect to such shares, including the rights, if any, toreceive notices and to vote, shall forthwith cease and terminate, except onlythe right of the holders thereof, subject to the provisions of clause (c) ofthis paragraph (4), to receive shares of Common Stock in exchange therefor.

 

                                                (e)                                  (i)  For thepurposes of this clause (e), the following definitions shall apply:

 

                                                                                                                                                (A)                              “Options” shall mean rights, options or warrants tosubscribe for, purchase or otherwise acquire either Additional Shares of CommonStock or Convertible Securities (as defined below);

 

                                                                                                                                                (B)                                “Original Issue Date” shall mean the date on which ashare of Series B Preferred Stock was first issued;

 

                                                                                                                                                (C)                                “Convertible Securities” shall mean any evidences ofindebtedness, shares (other than Common Stock) or other securities convertibleinto or exchangeable for Additional Shares of Common Stock; and

 

                                                                                                                                                (D)                               “Additional Shares of Common Stock” shall mean allshares of Common Stock issued (or, pursuant to clause (e)(iii) hereof, deemedto be issued) by the Corporation after the Original Issue Date, other thanshares of Common Stock issued or issuable:

 

                                                                                                                                                                                                (I)                                    upon conversion of shares of Series B Preferred Stock;

 

                                                                                                                                                                                         (II)                                to officers, directors or employees of, or consultantsto, the Corporation pursuant to stock options, purchase rights or other grantsapproved by the Board of Directors of the Corporation;

 

                                                                                                                                                                                            (III)                            as a dividend or distribution on shares of the SeriesB Preferred Stock;

 

                                                                                                                                                                                            (IV)                            for which adjustment of the Conversion Price is madepursuant to clause (j) or (k) of this paragraph (4);

 

                                                                                                                                                                                                (V) in connection with collaborations,joint ventures or other forms of association, provided that the principalpurpose of such relationship is not financing the Corporation’s business; or

 

                                                                                                                                                                                                (VI) in connection with obtainingbank or lease financing.

 

                                                                                                (ii) Any provision herein to the contrary notwithstanding, no adjustment inthe Conversion Price shall be made in respect of the issuance of AdditionalShares of Common Stock unless the 

 

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consideration per share(determined pursuant to subclause (e)(v) hereof) for an Additional Share ofCommon Stock issued or deemed to be issued by the Corporation is less than theConversion Price in effect on the date of, and immediately prior to, suchissue.

 

                                                                                                (iii) In the event the Corporation at any time or from time to time after theOriginal Issue Date shall issue any Options or Convertible Securities or shallfix a record date for the determination of holders of any class of securitiesthen entitled to receive any such Options or Convertible Securities, then themaximum number of shares (as set forth in the instrument relating theretowithout regard to any provisions contained therein designed to protect againstdilution) of Common Stock issuable upon the exercise of such Options or, in thecase of Convertible Securities and Options therefor, the conversion or exchangeof such Convertible Securities, shall be deemed to be Additional Shares ofCommon Stock issued as of the time of such issue or, in case such a record dateshall have been fixed, as of the close of business on such record date;provided, that in any such case in which Additional Shares of Common Stock aredeemed to be issued:

 

                                                                                                                                                                                                                                                (1)                                  no further adjustments in the Conversion Price shallbe made upon the subsequent issue of Convertible Securities or shares of CommonStock upon the exercise of such Options or conversion or exchange of suchConvertible Securities;

 

                                                                                                                                                                                                                                                (2)                                  if such Options or Convertible Securities by theirterms provide, with the passage of time or otherwise, for any increase ordecrease in the consideration payable to the Corporation, or decrease orincrease in the number of shares of Common Stock issuable, upon the exercise,conversion or exchange thereof, the Conversion Price computed upon the originalissue thereof (or upon the occurrence of a record date with respect thereto),and any subsequent adjustments based thereon, shall, upon any such increase or decreasebecoming effective, be recomputed to reflect such increase or decrease insofaras it affects such Options or the rights of conversion or exchange under suchConvertible Securities (provided, however, that no such adjustment of theConversion Price shall affect Common Stock previously issued upon conversion ofthe Series B Preferred Stock);

 

                                                                                                                                                                                                                                                (3)                                  upon the expiration of any such Options or any rightsof conversion or exchange under such Convertible Securities which shall nothave been exercised, the Conversion Price computed upon the original issuethereof (or upon the occurrence of a record date with respect thereto), and anysubsequent adjustments based thereon, shall, upon such expiration, berecomputed as if:

 

                                                                                                                                                                                                                                                                                                (A)                              in the case of Convertible Securities or Options forCommon Stock the only Additional Shares of Common Stock issued were the sharesof Common Stock, if any, actually issued upon the exercise of such Options orthe conversion or exchange of such Convertible Securities and the considerationreceived therefor was the consideration actually received by the Corporationfor the issue of all such Options, whether or not exercised, plus theconsideration actually received by the Corporation upon such exercise, or forthe issue of all such Convertible Securities which were actually converted orexchanged, plus the additional consideration, if any, actually received by theCorporation upon such conversion or exchange; and

 

                                                                                                                                                                                                                                                                                                (B)                                in the case of Options for Convertible Securities onlythe Convertible Securities, if any, actually issued upon the exercise thereofwere issued at the time of issue of such Options, and the considerationreceived by the Corporation for the Additional Shares of Common Stock deemed tohave been then issued was the consideration actually received by theCorporation for the issue of all such Options, whether or not exercised, plusthe consideration deemed to have been received by the Corporation upon theissue of the Convertible Securities with respect to which such Options wereactually exercised;

 

                                                                                                                                                                                                                                                (4)                                  no readjustment pursuant to clause (2) or (3) aboveshall have the effect of increasing the Conversion Price to an amount whichexceeds the lower of (a) the Conversion Price on the original adjustment date(before adjustment) and (b) the Conversion Price that would have resulted fromany issuance of Additional Shares of Common Stock between the originaladjustment date and such readjustment date;

 

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                                                                                                                                                                                                                                                (5)                                  in the case of any Options which expire by their termsnot more than 30 days after the date of issue thereof, no adjustments of theConversion Price shall be made until the expiration or exercise of all suchOptions, whereupon such adjustment shall be made in the same manner provided inclause (3) above.

 

                                                                                                                                                   (iv)                  Subject to the approval of the Corporation’s stockholders of theissuance of the Series B Preferred Stock, in the event this Corporation, at anytime after the Original Issue Date, shall issue Additional Shares of CommonStock (including Additional Shares of Common Stock deemed to be issued pursuantto subclause (e)(iii) hereof) for a consideration per share less than theConversion Price in effect on the date of and immediately prior to such issue,then and in such event, the Conversion Price shall be reduced, concurrentlywith such issue, to a price equal to the consideration per share at which suchAdditional Shares of Common Stock are issued or deemed to be issued, and theresulting Conversion Price shall thereafter be subject to further adjustmentfrom time to time pursuant to this subclause (e)(iv).

 

                                                                                                                                                   (v)                     For purposes of this clause (e), theconsideration received by the Corporation for the issue of any AdditionalShares of Common Stock shall be computed as follows:

 

                                                                                                                                                                                                                                                (1)                                  If such consideration consists of cash and property,such consideration shall:

 

                                                                                                                                                                                                                                                                                                (A)                              insofar as it consists of cash, be computed at theaggregate amount of cash received by the Corporation excluding amounts paid orpayable for accrued interest or accrued dividends;

 

                                                                                                                                                                                                                                                                                                (B)                                insofar as it consists of property other than cash, becomputed at the fair value thereof at the time of such issue, as determined ingood faith by the Board of Directors; and

 

                                                                                                                                                                                                                                                                                                (C)                                in the event Additional Shares of Common Stock areissued together with other shares or securities or other assets of theCorporation for consideration which covers both, be the proportion of suchconsideration so received, computed as provided in clauses (A) and (B) above,as determined in good faith by the Board of Directors.

 

                                                                                                                                                                                                                                                (2)                                  If such consideration consists of Options andConvertible Securities, the consideration per share received by the Corporationfor Additional Shares of Common Stock deemed to have been issued pursuant tosubclause (e)(iii), relating to Options and Convertible Securities, shall bedetermined by dividing:

 

                                                                                                                                                                                                                                                                                                (A)                              The total amount, if any, received or receivable bythe Corporation as consideration for the issue of such Options or ConvertibleSecurities, plus the minimum aggregate amount of additional consideration (asset forth in the instruments relating thereto, without regard to any provisioncontained therein designed to protect against dilution) payable to theCorporation upon the exercise of such Options or the conversion or exchange ofsuch Convertible Securities, or in the case of Options for ConvertibleSecurities, the exercise of such Options for Convertible Securities and theconversion or exchange of such Convertible Securities, by

 

                                                                                                                                                                                                                                                                                                (B)                                the maximum number of shares of Common Stock (as setforth in the instruments relating thereto, without regard to any provisioncontained therein designed to protect against the dilution) issuable upon theexercise of such Options or conversion or exchange of such Convertible Securities.

 

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                                                                                                                                                (f)                                    In case:

 

                                                                                                                                                   (i)                         the Corporation shall declare a dividend(or any other distribution) on Common Stock payable otherwise than in cash outof its retained earnings; or

 

                                                                                                                                                   (ii)                      the Corporation shall authorize thegranting to the holders of Common Stock of rights or warrants to subscribe foror purchase any shares of capital stock of any class or of any other rights; or

 

                                                                                                                                                   (iii)                   of any reclassification of the CommonStock (other than a subdivision, split or combination of its outstanding sharesof Common Stock), or of any consolidation or merger to which the Corporation isa party and for which approval of any stockholders of the Corporation isrequired, or of the sale or transfer of all or substantially all of the assetsof the Corporation; or

 

                                                                                                                                                   (iv)                  of the voluntary or involuntarydissolution, liquidation or winding up of the Corporation (or any transactiondeemed to be a liquidation, dissolution or winding up of the Corporationpursuant to paragraph 2(b));

 

then the Corporationshall cause to be mailed to each holder of shares of Series B Preferred Stockat its address as shown on the books of the Corporation, at least 30 days (or20 days in any case specified in clause (i) or (ii) above) prior to theapplicable record or effective date hereinafter specified, a notice stating (x)the date on which a record is to be taken for the purpose of such dividend,distribution, rights or warrants, or, if a record is not to be taken, the dateas of which the holders of Common Stock of record to be entitled to suchdividend, distribution, rights or warrants are to be determined, or (y) thedate on which such reclassification, liquidation or winding up is expected tobecome effective, and the date as of which it is expected that holders of CommonStock of record shall be entitled to exchange their shares of Common Stock forsecurities, cash or other property deliverable upon such reclassification,consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

 

                                                                                                                                                (g)                                 For the purposes of this paragraph (4), the term“Common Stock” shall mean (i) the class of stock designated as the Common Stockof the Corporation on the date of this Certificate of Designations, and (ii)any other class of common stock, including any class resulting from successivechanges or reclassifications of such Common Stock consisting solely of changesin par value or from no par value to par value or from par value to no parvalue.

 

                                                                                                                                                (h)                                 No fractional share of Common Stock, or scriprepresenting a fractional share, shall be issuable upon the conversion of anySeries B Preferred Stock.  If acertificate or certificates representing more than one share of Series BPreferred Stock shall be surrendered for conversion at one time by the sameholder, the number of full shares of Common Stock issuable upon conversionthereof shall be computed on the basis of the aggregate number of sharesrepresented by certificates so surrendered. If any fractional interest in a share of Common Stock would bedeliverable upon the conversion of any shares of Series B Preferred Stock, theCorporation shall pay, in lieu thereof, in cash the Conversion Price thereof asof the business day immediately preceding the date of such conversion.

 

                                                                                                                                                (i)                                     Such number of shares of Common Stock as may from timeto time be required for such purpose shall be reserved for issuance uponconversion of outstanding shares of Series B Preferred Stock.

 

                                                                                                                                                (j)                                     If the Corporation shall at any time or from time totime effect a subdivision or stock split of the outstanding Common Stock, theConversion Price of the Series B Preferred Stock then in effect immediatelybefore that subdivision or stock split shall be proportionately decreased.  If the Corporation shall at any time or fromtime to time combine the outstanding shares of Common Stock, the ConversionPrice of the Series B Preferred Stock then in effect immediately before thecombination shall be proportionately increased.  Any adjustment under this paragraph shall become effective at theclose of business on the date the subdivision, stock split or combination, asthe case may be, becomes effective.

 

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                                                                                                                                                (k)                                  In the event the Corporation at any time or from timeto time shall make or issue, or fix a record date for the determination ofholders of Common Stock entitled to receive, a dividend or other distributionpayable in additional shares of Common Stock, then and in each such event theConversion Price of the Series B Preferred Stock then in effect shall bedecreased as of the time of such issuance or, in the event such a record dateshall have been fixed, as of the close of business on such record date, bymultiplying the Conversion Price of the Series B Preferred Stock then in effectby a fraction:

 

                                                                                                                                                                                                (1)                                  the denominator of which shall be the sum of the totalnumber of shares of Common Stock issued and outstanding immediately prior tothe time of such issuance or the close of business on such record date, plusthe number of shares of Common Stock issuable in payment of such dividend ordistribution, and

 

                                                                                                                                                                                                (2)                                  the numerator of which shall be the total number ofshares of Common Stock issued and outstanding immediately prior to the time ofsuch issuance or the close of business on such record date;

 

provided, however, ifsuch record date shall have been fixed and such dividend is not fully paid orif such distribution is not fully made on the date fixed therefor, theConversion Price of Series B Preferred Stock shall be recomputed accordingly asof the close of business on such record date and thereafter the ConversionPrice of Series B Preferred Stock shall be adjusted pursuant to this paragraphas of the time of actual payment or issuance of such dividends ordistributions.

 

                                                                                                                                                (l)                                     In the event the Corporation at any time or from timeto time shall make or issue, or fix a record date for the determination ofholders of Common Stock entitled to receive, a dividend or other distributionpayable in securities of the Corporation other than shares of Common Stock,then and in each such event provision shall be made so that the holders ofSeries B Preferred Stock shall receive upon conversion thereof in addition tothe number of shares of Common Stock receivable thereupon, the amount of suchother securities of the Corporation that they would have received had theirSeries B Preferred Stock been converted into Common Stock on the date, or therecord date, of such event and had thereafter, during the period from the dateof such event to and including the Conversion Date, retained such securitiesreceivable by them as aforesaid during such period, all subject to furtheradjustment as provided herein during such period.

 

                                                                                                                                                (m)                               If the Common Stock issuable upon the conversion ofthe Series B Preferred Stock shall be changed into the same or a different numberof shares of any class or classes of stock, whether by capital reorganization,reclassification, exchange, substitution or otherwise, then and in each suchevent the holder of each such share of Series B Preferred Stock shall have theright thereafter to convert such share into the kind and amount of shares ofstock and other securities and property receivable upon such reorganization,reclassification, exchange, substitution or other change, by holders of thenumber of shares of Common Stock into which such shares of Series B PreferredStock might have been converted immediately prior to such reorganization,reclassification, exchange, substitution or other change, all subject tofurther adjustment as provided herein.

 

                                                (5)                                Redemption.

 

                                                                                                                                                (a) The Corporation shall have the optionto redeem all or any portion of the outstanding shares of Series B PreferredStock on March 31, 2007 (the “Optional Redemption Date”) at a price per shareequal to the Series B Liquidation Amount on the date of redemption (“RedemptionPrice”). If the Optional Redemption Date is a Saturday, Sunday or legalholiday, then such redemption shall occur on the first business day thereafter.

 

                                                                                                                                                (b) Not less than 30 nor more than60 days prior to the Optional Redemption Date, the Corporation shall givewritten notice by first class mail, postage prepaid, to each holder of record(at the close of business on the business day next preceding the day on whichnotice is given) of the Series B Preferred Stock, at the 

 

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address of such holderlast shown on the records of the Corporation, notifying such holder whether ornot the Corporation had elected to effect a redemption of all or any portion ofthe outstanding shares of Series B Preferred Stock and, if so, the aggregatenumber of shares to be redeemed, the place at which payment may be obtained andcalling upon such holder to surrender to the Corporation in the manner and atthe place designated, its certificate or certificates representing the sharesof Series B Preferred Stock to be redeemed on such Optional Redemption Date(the “Redemption Notice”). On or after the Optional Redemption Date, eachholder of Series B Preferred Stock shall surrender to the Corporation thecertificate or certificates representing such shares that are subject toredemption, in the manner and at the place designated in the Redemption Notice,and thereupon the Redemption Price of such shares shall be payable to the orderof the person whose name appears on such certificate or certificates as theowner thereof and each surrendered certificate shall be canceled. Anyredemption of less than all of the shares of Series B Preferred Stockoutstanding shall be effected ratably among the holders of such shares basedupon the aggregate Redemption Price of such shares held by each such holder.

 

                                                                                                                                                (c) From and after the OptionalRedemption Date, unless there shall have been a default in the timely paymentof the Redemption Price, all rights of the holders of shares of Series BPreferred Stock designated for redemption in the Redemption Notice (except theright to receive the applicable Redemption Price, upon surrender of theircertificate or certificates) and redeemed on such Optional Redemption Dateshall cease with respect to such shares, and such shares shall not thereafterbe transferred on the books of the Corporation or be deemed to be outstandingfor any purpose whatsoever. Shares of Series B Preferred Stock not redeemedshall remain outstanding and entitled to all the rights and preferencesprovided herein.

 

                                                                                                                                                (d) Any shares of Series B PreferredStock that are redeemed or otherwise acquired by the Corporation will becanceled and will not be reissued, sold or transferred. If fewer than the totalnumber of shares of Series B Preferred Stock represented by any certificate areredeemed, a new certificate representing the number of unredeemed shares ofSeries B Preferred Stock will be issued to the holder thereof without cost tosuch holder within a reasonable time after surrender of the certificaterepresenting the redeemed shares.

 

                                                                                                                                                (e) Neither the Corporation nor anysubsidiary thereof will redeem, purchase or otherwise acquire any shares ofSeries B Preferred Stock except as expressly authorized herein or pursuant to apurchase offer made pro-rata to all holders of shares of Series B PreferredStock on the basis of the aggregate Series B Liquidation Amount of such sharesof Series B Preferred Stock owned by each such holder.

 

                                                                                                                                                (f) In the event the Corporation does notredeem all shares of Series B Preferred Stock outstanding on the OptionalRedemption Date (a “Redemption By-Pass”), the holders of the Series B Preferredshall have the right to elect a majority of the Board of Directors of theCorporation pursuant to paragraph 6(c).

 

                                                (6)                                  Voting.

 

                                                                                                                                                (a)                                  The holders of shares of Series B Preferred Stockshall be entitled to vote with the holders of the Common Stock on all matterssubmitted to a vote of stockholders of the Corporation, except as otherwiseprovided herein or in the Delaware General Corporation Law.  Each holder of shares of Series B PreferredStock shall be entitled to ten (10) votes per share of Series B Preferred Stockheld by holder (as adjusted for any stock dividends, combinations or splitswith respect to such shares after the filing date hereof).  The holders of shares of Series B PreferredStock shall be entitled to notice of any stockholders’ meeting in accordancewith the Bylaws of the Corporation.

 

                                                                                                                                                (b)                                 So long as at least 165,000 shares of Series BPreferred Stock remain outstanding (as adjusted for any stock dividends,combinations or splits with respect to such shares after the filing datehereof), the holders of Series B Preferred Stock voting as a class shall beentitled to elect one (1) director.  Theremaining directors shall be elected by the holders of the Common Stock andSeries B Preferred Stock voting together as a single class.

 

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                                                                                                                                                (c)                                In the event of a Redemption By-Pass, the holders ofSeries B Preferred Stock shall be entitled to elect the smallest number ofdirectors that shall constitute a majority of the authorized number ofdirectors of the Corporation (including for these purposes any director electedby the Series B Preferred Stock pursuant to paragraph (b)), and the remainingdirectors shall be elected by vote of all the stockholders of the Corporation,with the Series B Preferred Stock voting on an as-if converted to Common Stockbasis. Whenever under the provisions of this paragraph (c) the right shall haveaccrued to the holders of Series B Preferred Stock to elect a majority of theCorporation’s directors, upon delivery to the Corporation of a written consentof holders of a majority of the voting power of the Series B Preferred Stockdesignating their nominees to the Board, the authorized number of directorsshall automatically without any further action be increased to a number equalto two times the previously authorized number of directors (less any directorsthen in office elected by the holders of Series B Preferred Stock pursuant toparagraph (b)) plus one, and the directors so elected in the written consentshall effective immediately fill the vacancies created by the creation of suchnew board seats. Notwithstanding the foregoing, all directors elected as aresult of the rights of the holders of Series B Preferred Stock to electdirectors as set forth herein shall recuse themselves from (i) any vote toredeem all or a portion of the Series B Preferred Stock pursuant to paragraph(5) hereof, regardless of when such vote is taken, and (ii) any vote to amendthe provisions of this sentence.

 

                                                                                                                                                (d)                               In the case of any vacancy in the office of a directorelected by a specified group of stockholders, a successor shall be elected tohold office for the unexpired term of such director by the affirmative vote ofa majority of the shares of such specified group given at a special meeting ofsuch stockholders duly called or by an action by written consent for thatpurpose; provided, however, that in the event of a vacancy in the office of adirector elected by the holders of Series B Preferred Stock pursuant toparagraph (b), such vacancy may be filled by the vote of a majority of theother directors then in office elected by the holders of the Series B PreferredStock.  Subject to the applicableprovisions of the Delaware General Corporation Law and the special removalrights set forth in paragraph (c) above, any director who shall have beenelected by a specified group of stockholders may be removed during theaforesaid term of office, either for or without cause, by, and only by, theaffirmative vote of the holders of a majority of the shares of such specifiedgroup, given at a special meeting of such stockholders duly called or by anaction by written consent for that purpose, and any such vacancy therebycreated may, be filled by the vote of the holders of a majority of the sharesof such specified group represented at such meeting or in such consent.

 

                                                                                                                                                (e)                                  Without the affirmative vote or written consent of theholders of at 50%****of the outstanding shares of Series B Preferred Stock (the“Series B Majority Holders”), voting as a separate class, the Corporation shallnot:

 

(i)                                     effect any liquidation, dissolution orwinding up (including any deemed liquidation, dissolution or winding up underparagraph 2(c)), or any recapitalization or reorganization

(ii)                                  amend, alter or repeal any provision ofthe Corporation’s Certificate of Incorporation or bylaws, whether by merger,operation of law or otherwise;

(iii)                               amend, alter or repeal any resolution ofthe Corporation’s Board of Directors or any other instrument establishing anddesignating the Series B Preferred Stock and any other capital stock of theCorporation, and determining the relative rights and preferences thereof, ortake any other action, in each case in such a manner as to effect any adversechange in the rights, privileges, powers or preferences of the holders of theSeries B Preferred Stock;

 

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(iv)                              create, authorize, designate, issue orreclassify any class or series of equity securities having a preference over orranking pari passu with the Series B Preferred Stock;

(v)                                 declare or pay any dividend ordistribution with respect to, or redeem, repurchase or otherwise acquire (orestablish any sinking fund for such purpose), any shares of the Corporation’scapital stock; provided, however, that the foregoing limitation shall notprohibit the Corporation from declaring or paying dividends on (other than cashdividends on a date other than a Dividend Payment Date), or redeeming sharesof, the Series B Preferred Stock to extent contemplated hereunder;

(vi)                              effect any sale, lease or otherdisposition of assets or securities, or any related series of suchtransactions, with a value in excess of $100,000 outside the ordinary course ofbusiness;

(vii)                           effect any acquisition of assets orsecurities for consideration with a value in excess of  $100,000 outside of ordinary course ofbusiness;

(viii)                        enter into any contract, arrangement ortransaction  with any  Affiliate (as defined in the federalsecurities regulations) of the Corporation in excess of $25,000;

(ix)                                increase the size of the Corporation’sBoard;

(x)                                   initiate or settle any litigationinvolving amounts in controversy in excess of $50,000;

(xi)                                change the nature of the Corporation’sbusiness in any material respect from the Corporation’s existing lines ofbusiness;

(xii)                             permit any if its subsidiaries to takeany action which, if taken by the Corporation, would require the consent of theSeries B Majority Holders; or

(xiii)                          incur indebtedness in excess of $100,000;or

(xiv)                         make any material amendment to theCorporation’s stock option plan or any other equity compensation plan, orestablish or reserve for issuance shares under any other stock option or equitycompensation plan.

 

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IN WITNESS WHEREOF, Centiv, Inc. has caused this Certificate ofDesignations to be signed by its duly authorized President this 31stday of March, 2003.
|   |   | CENTIV, INC. |
|--------|--------|--------------|
|   |   |         |   |
|   |   | By:          | /s/ John P. Larkin |
|   |   |         | John P. Larkin, President |

 

 

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