Published on April 14, 2008
CERTIFICATE
OF ELIMINATION
OF
SERIES
A 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
NOVELOS
THERAPEUTICS, INC.
(Pursuant
to Section 151(g) of the General
Corporation
Law of the State of Delaware)
Novelos
Therapeutics, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”) does hereby certify
as follows:
FIRST:
The
Certificate of Designations filed on September 30, 2005 and constituting part
of
the Corporation’s Certificate of Incorporation (the “Certificate of
Designations”) authorizes the issuance of 6,000 shares of a series of Preferred
Stock designated Series A 8% Cumulative Convertible Preferred Stock, par value
$0.00001 per share (the “Series A Preferred Stock”).
SECOND:
Pursuant to the provisions of Section 151(g) of the General Corporation Law
of
the State of Delaware, the Board of Directors of the Corporation adopted the
following resolutions:
RESOLVED,
that no
shares of the Corporation’s Series A Preferred Stock are outstanding and that no
shares of the Series A Preferred Stock will be issued subject to the Certificate
of Designations; and
RESOLVED
FURTHER,
that
all matters set forth in the Certificate of Designations with respect to the
Series A Preferred Stock be eliminated from the Corporation’s Certificate of
Incorporation, as heretofore amended; and
RESOLVED
FURTHER,
that
the officers of the Corporation are directed to file with the Secretary of
State
of the State of Delaware a Certificate of Elimination pursuant to Section 151(g)
of the General Corporation Law of the State of Delaware setting forth these
resolutions in order to eliminate from the Corporation’s Certificate of
Incorporation all matters set forth in the Certificate of Designations with
respect to the Series A Preferred Stock.
THIRD:
Pursuant to the provisions of Section 151(g) of the General Corporation Law
of
the State of Delaware, all references to the Series A Preferred Stock in the
Certificate of Incorporation of the Corporation hereby are eliminated, and
the
shares that were designated to such series hereby are returned to the status
of
authorized but unissued shares of the Preferred Stock of the Corporation,
without designation as to series.
[Signature
on next page]
IN
WITNESS WHEREOF,
the
Corporation has caused this Certificate to be signed by its duly authorized
officer this 4th day of April, 2008.
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NOVELOS
THERAPEUTICS, INC.
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||
|
By:
|
/s/
Harry S. Palmin
|
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| Name: Harry S. Palmin | ||
| Title: President and Chief Executive Officer | ||
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