CERTIFICATE
OF DESIGNATION
OF
SERIES A PREFERRED SHARES
OF
CEMTREX, INC.
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Pursuant
to Section 242 of the
General
Corporation Law of the State of Delaware
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The holders of the Series A Preferred
Shares par value $0.001 (the “Series A Preferred Shares”) of CEMTREX, INC. (the
“Company”) shall have the following rights and preferences:
1. Designation and
Amount. The number of shares constituting the series of Series A
Preferred Shares shall be 1,000,000.
2. Voting.
(a) Each
issued and outstanding Series A Preferred Share shall be entitled to the number
of votes equal to the result of: (i) the number of shares of common stock of the
Company (the "Common Shares") issued and outstanding at the time of such vote
multiplied by 1.01; divided by (ii) the total number of Series A Preferred
Shares issued and outstanding at the time of such vote, at each meeting of
shareholders of the Company with respect to any and all matters presented to the
shareholders of the Company for their action or consideration, including the
election of directors. Holders of Series A Preferred Shares shall vote together
with the holders of Common Shares as a single class.
(b) The
Company shall not amend, alter or repeal the Series A Preferred Shares, special
rights or other powers of the Series A Preferred Shares so as to affect
adversely the Series A Preferred Shares, without the written consent or
affirmative vote of the holders of at least a majority of the then outstanding
aggregate number of shares of such adversely affected Series A Preferred Shares,
given in writing or by vote at a meeting, consenting or voting (as the case may
be) separately as a class.
IN
WITNESS WHEREOF, CEMTREX, INC. has caused this Certificate of Designation of the
Series A Preferred Shares to be signed and attested to by its duly authorized
officers as of the 8th day of September, 2009.
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CEMTREX,
INC.
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By:
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/s/ |
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Name: |
Arun
Govil
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Title:
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Chairman,
CEO and President
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