CERTIFICATE OF DESIGNATION, NUMBER, POWERS PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,
LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF
H PREFERRED STOCK OF REGENT COMMUNICATIONS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
REGENT COMMUNICATIONS, INC.
2. The certificate of incorporation (as amended) of the corporation authorizes the issuance of 20,000,000 shares
of Preferred Stock (of a par value of $.01 each) and expressly vests in the Board of Directors of the corporation
the authority provided therein to issue any or all of said shares in one or more series and by resolution or
resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and
relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics of each series to be issued.
3. The Board of Directors of the corporation, pursuant to the authority expressly vested in it as aforesaid, has
adopted the following resolutions designating a new series of Preferred Stock as Series H Preferred Stock:
"RESOLVED, that the Board of Directors hereby designates a new series of Preferred Stock to be known as
"Series H Convertible Preferred Stock", the number, amount, stated value, voting powers, preferences and
relative, participating, optional and other special rights of which, and the qualifications, limitations or restrictions
thereon, are set forth on Exhibit A attached hereto;
RESOLVED FURTHER, that the statements contained in the foregoing resolution designating the said Series H
Preferred Stock shall, upon the effective date of said series, be deemed to be included in and be a part of the
certificate of incorporation of the Company pursuant to the provisions of Sections 104 and 151 of the General
Corporation Law of the State of Del