Attached files
| file | filename |
|---|---|
| EX-99.5 - WARRANT FOR STOCK - Lightning Gaming, Inc. | s22-9594_ex995.htm |
| EX-99.1 - DEBT CONVERSION AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex991.htm |
| EX-99.6 - WARRANT FOR STOCK - Lightning Gaming, Inc. | s22-9594_ex996.htm |
| EX-99.8 - SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex998.htm |
| EX-99.4 - PROMISSORY NOTE - Lightning Gaming, Inc. | s22-9594_ex994.htm |
| EX-99.3 - PROMISSORY NOTE - Lightning Gaming, Inc. | s22-9594_ex993.htm |
| EX-99.9 - INTELLECTUAL PROPERTY SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex999.htm |
| EX-99.7 - GUARANTY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex997.htm |
| EX-99.10 - INTELLECTUAL PROPERTY SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex9910.htm |
| EX-99.2 - LOAN AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex992.htm |
| 8-K - LIGHTNING GAMING, FORM 8-K - Lightning Gaming, Inc. | s22-9594_8k.htm |
Exhibit 99.11
CERTIFICATE
OF DESIGNATION OF RIGHTS,
POWERS,
LIMITATIONS AND RESTRICTIONS
OF SERIES
A NONVOTING CAPITAL STOCK
OF
LIGHTNING GAMING, INC.
Lightning
Gaming, Inc., a Nevada corporation (the “Corporation”),
certifies that pursuant to Article III of its Articles of Incorporation, and in
accordance with Sections 78.195 and 78.1955 of the Nevada Revised Statutes
(“NRS”), the
board of directors of the Corporation (the “Board”) at a meeting duly called and
held on December 14, 2009, at which a quorum was present and acting
throughout, has duly adopted the following resolutions:
RESOLVED: Pursuant
to the authority vested in the Board by Article III of the Corporation’s
Articles of Incorporation, a series of Preferred Stock, par value $.001 per
share, of the Corporation, to be designated “Series A Nonvoting Capital Stock”
(“Nonvoting
Stock”) is hereby created and shall consist of 6,000,000 shares, of which
the rights, powers, limitations and restrictions are as set forth below, and
shall be so designated in a Certificate of Designation (the “Certificate”) to be
filed with the Secretary of State of the State of Nevada (the “Nevada
Secretary”).
RESOLVED: Each
share of Nonvoting Stock shall have identical rights, powers, limitations and
restrictions in all respects as each share of the class of capital stock of the
Corporation designated as “Common Stock,” par value of $.001 per share,
including the right to receive the same consideration per share payable in
respect of each share of Common Stock in the event of a merger, statutory
exchange, conversion, consolidation, liquidation or similar transaction in which
the Corporation is a constituent entity, except that unless
otherwise mandated by applicable law, holders of Nonvoting Stock shall have no
voting rights or powers whatsoever and shall not vote on or otherwise
participate in any proceedings in which actions are taken by the Corporation or
its stockholders, nor shall holders of Nonvoting Stock be entitled to notice of
any meeting of stockholders of the Corporation (without limiting any rights or
powers they may have in any capacity other than as holders of Nonvoting
Stock). Without limiting the generality of the foregoing, Nonvoting
Stock shall carry no voting rights or powers with respect to (i) amendments of
the Corporation’s Articles of Incorporation that would adversely alter or change
any preference or any relative or other right or power given to the Nonvoting
Stock; (ii) amendments of the Certificate that would change the number of
authorized shares of Nonvoting Stock (other than a reduction in such number
below the number of shares of Nonvoting Stock then issued and outstanding in a
transaction that is not authorized under NRS Section 78.207 or any
successor statute); or (iii) any plan of merger, statutory exchange, conversion,
consolidation, dissolution and liquidation, or similar transaction in which the
Corporation is a constituent entity (provided, however,
that in any of the foregoing transactions, the same consideration per share
shall be payable in respect of all shares of Common Stock and Nonvoting
Stock). Holders of Common Stock will, to the exclusion of holders of
Nonvoting Stock, have full voting rights and powers for all purposes under
Nevada law, unless mandated to the contrary by applicable law.
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RESOLVED: The
number of authorized shares of Nonvoting Stock may be changed, through the
filing of an amendment of the Certificate with the Nevada Secretary, by action
of the Board without the approval of the holders of Common Stock; provided, however,
that without the approval of holders of Common Stock, no such change shall
reduce the number of authorized shares of Nonvoting Stock below the number of
such shares then outstanding or increase the number of authorized shares of
Nonvoting Stock above the aggregate number of authorized shares of the
Corporation’s Preferred Stock, par value $.001 per share (“Preferred Stock”),
that have not been allocated to any other series of Preferred Stock, unless NRS
Section 78.207 (or any successor statute) permits such change without the
approval of stockholders.
RESOLVED: Subject
to any further necessary Board approval, the officers of the Corporation are
authorized and empowered to make any changes they deem necessary or appropriate
in the Certificate and then to execute and file the Certificate with the Nevada
Secretary.
IN WITNESS WHEREOF, the undersigned
officer has executed this Certificate of Designation as of this 19th day
of February 2010.
| By: | /s/ Robert Ciunci | |
| Name: | Robert Ciunci | |
| Title: |
Secretary
|
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