Attached files
| file | filename |
|---|---|
| 8-K - LENCO MOBILE, INC. 8K - LENCO MOBILE INC. | lenco_8k-122811.htm |
| EX-2.1 - AMENDED AND RESTATED AGREEMENT - LENCO MOBILE INC. | lenco_8k-ex0201.htm |
| EX-3.3 - CERTIFICATE SERIES B1 - LENCO MOBILE INC. | lenco_8k-ex0303.htm |
| EX-3.2 - CERTIFICATE SERIES B1 - LENCO MOBILE INC. | lenco_8k-ex0302.htm |
| EX-10.2 - NON-STATUTORY STOCK OPTION PLAN - LENCO MOBILE INC. | lenco_8k-ex1002.htm |
| EX-10.1 - FORM OF WARRANT TERMINATION AGREEMENT - LENCO MOBILE INC. | lenco_8k-ex1001.htm |
| EX-4.1 - FORM OF PROMISSORY NOTE - LENCO MOBILE INC. | lenco_8k-ex0401.htm |
| EX-10.3 - FORM OF STOCK OPTION AGREEMENT - LENCO MOBILE INC. | lenco_8k-ex1003.htm |
| EX-10.4 - FORM OF SECURITIES PURCHASE AGREEMENT - LENCO MOBILE INC. | lenco_8k-ex1004.htm |
| EX-10.5 - RETENTION BONUS AGREEMENT - LENCO MOBILE INC. | lenco_8k-ex1005.htm |
EXHIBIT 3.1
LENCO MOBILE INC.
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
* * * * *
The undersigned, Michael Levinsohn and Thomas Banks, do hereby certify that:
1. They are the chief executive officer and secretary, respectively, of Lenco Mobile Inc., a Delaware corporation (the “Corporation”).
2. The Corporation filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Delaware Secretary of State on September 22, 2010 (the “Series A Certificate of Designation”) and has since issued 107,500 shares of the Series A Convertible Preferred Stock authorized by such Series A Certificate of Designation.
3. The Corporation’s board of directors adopted the following resolutions amending the Series A Certificate of Designation:
RESOLVED, that the references to “107,500” in the third recital on the first page of the Series A Certificate of Designation and Section 2 of the Series A Certificate of Designation be, and hereby are, deleted and replaced with “207,500.”
RESOLVED, that the references to “$0.25” in Subsections (a) and (b) of Section 7 of the Series A Certificate of Designation be, and hereby are, deleted and replaced with “$0.20.”
4. The holders of all of the 107,500 issued and outstanding Series A Convertible Preferred Stock have approved and adopted the foregoing amendment to the Series A Certificate of Designation in accordance with the requirements of the Series A Certificate of Designation.
[SIGNATURES FOLLOW ON THE NEXT PAGE]
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations this 23rd day of December, 2011.
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/s/ Michael Levinsohn
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/s/ Thomas Banks
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Michael Levinsohn
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Thomas Banks
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Chief Executive Officer
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Secretary
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[SIGNATURE PAGE TO THE CERTIFICATE OF AMENDMENT TO THE SERIES A CERTIFICATE OF DESIGNATION]
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