Attached files
file | filename |
---|---|
EX-3.1.3 - CERT OF AMENDMENT SERIES B - MOBETIZE, CORP. | exhibit313.htm |
EX-3.1.2 - SERIES B DESIGNATION - MOBETIZE, CORP. | exhibit312.htm |
8-K - MOBETIZE 8-K SALE SECURITIES - MOBETIZE, CORP. | f8kmobetizepreferred.htm |
EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
OF
PREFERRED STOCK
OF
MOBETIZE CORP.
Series A Preferred Stock
Pursuant to
Sections 78.385and78.390 of Nevada Revised Statutes
The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board
of Directors (the Board of Directors) of Mobetize Corp., a Nevada corporation (the Corporation), at a
meeting duly convened and held, at which a quorum was present and acting throughout:
RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporations
Articles of Incorporation, the designation of the Corporations Series A Preferred Stock effective February
25, 2016, is hereby amended and replaced in its entirety; and the Chairman and Chief Executive Officer of
the Corporation be, and he hereby is, authorized and directed to execute and file with the Secretary of State
of the State of Nevada a Certificate of Amendment of the Corporation fixing the designations, powers,
preferences and rights of the shares of Series A Preferred Stock, and the qualifications, limitations or
restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, set forth in the Articles of Incorporation which may be applicable to the
Corporations Series A Preferred Stock, as follows:
1. Number of Shares; Designation. A total of 10,000,000 shares of preferred stock, par value $0.001 per
share, of the Corporation are hereby designated as Series A Preferred Stock (the Series). Shares of the
Series (the Preferred Stock) will be issued pursuant to the terms of a Share Exchange Agreement, dated
as of February 4, 2016, by and among the Corporation and Ajay Hans (the Share Exchange Agreement),
a copy of which will be provided to any stockholder of the Corporation upon request therefor. Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Share Exchange
Agreement.
2. Rank. The Series shall, with respect to dividend rights upon voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation rank:
(i)
Pari pasu with the Common Stock, par value $0.001 per share, of the Corporation (the
Common Stock), and any additional series of preferred stock which may in the future be
issued by the Corporation and are designated in an amendment to the Articles of
Incorporation or a certificate of designation establishing such additional preferred stock.
(ii)
Junior to any additional series of preferred stock which may in the future be issued by the
Corporation and are designated in the amendment to the Articles of Incorporation or a
certificate of designation establishing such additional preferred stock as ranking senior to
the Preferred Stock.
3. Dividends. Dividends may be declared and paid on the Preferred Stock from funds legally available
therefor as and when determined by the Board of Directors. The Series shall, with respect to the payment
of dividends, rank pari passu with the Common Stock.
4. Conversion.
(a) Right to Convert. The Holder of Preferred Stock (the Holder) shall have the right to convert, on the
second (2nd) annual anniversary date of the designation of the Series and from time to time thereafter, all or
any part of the Preferred Stock held by such Holder into such number of fully paid and non-assessable
shares of Common Stock (the Conversion Shares) as is determined in accordance with the terms hereof
(a Conversion). Notwithstanding the initial time restriction on conversion contained in this paragraph,
Holder shall have the right to convert on any date prior to the second (2nd) annual anniversary of the
designation of the Series in connection with a transaction of the type described in paragraph 4(e)(ii) below.
(b) Conversion Notice. In order to convert Preferred Stock, the Holder shall send to the Corporation by
facsimile transmission, at any time prior to 3:00 p.m., central time, on the Business Day (as used herein,
the term Business Day shall mean any day except a Saturday, Sunday or day on which there is a Federal
holiday (the Conversion Date), a notice of conversion in substantially the form attached as Annex I hereto
(a Conversion Notice), stating the number of Preferred Stock to be converted, and a calculation of the
number of shares of Common Stock issuable upon such Conversion in accordance with the formula set
forth in paragraph 4(c) below setting forth the basis for each component thereof, including the details
relating to any adjustments made to the Conversion Price. The Holder shall promptly thereafter send the
Conversion Notice and the certificate or certificates being converted to the Corporation. The Corporation
shall issue a new certificate for Preferred Stock to the Holder in the event that less than all of the Preferred
Stock represented by a certificate are converted; provided, however, that the failure of the Corporation to
deliver such new certificate shall not affect the right of the Holder to submit a further Conversion Notice
with respect to such Preferred Stock and, in any such case, the Holder shall be deemed to have submitted
the original of such new certificate at the time that it submits such further Conversion Notice. Except as
otherwise provided herein, upon delivery of a Conversion Notice by the Holder in accordance with the
terms hereof, the Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the
record owner of the Common Stock to which such Conversion Notice relates.
(c) Number of Conversion Shares. The number of Conversion Shares to be delivered by the Corporation to
a Holder for each share of Preferred Stock pursuant to a Conversion shall be one (1) share of Common
Stock for each one (1) share of Preferred Stock delivered to the Corporation (the Conversion Rate).
If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise)
the authorized Common Stock into a greater number of shares, the Conversion Rate in effect immediately
prior to such subdivision will not be subject to adjustment. If the Corporation at any time combines (by
combination, reverse stock split or otherwise) the authorized Common Stock into a smaller number of
shares, the Conversion Rate in effect immediately prior to such combination will not be subject to
adjustment.
(d) Delivery of Conversion Shares. The Corporation shall, no later than the close of business on the third
(3rd ) Business Day following the later of the date on which the Corporation receives a Conversion Notice
from the Holder pursuant to paragraph 4(b), above, and the date on which the Corporation receives the
related Preferred Stock certificate (such third Business Day, the Delivery Date), issue and deliver or cause
to be delivered to such Holder the number of Conversion Shares determined pursuant to paragraph 4(c)
above; provided.
(e) Adjustments. The Conversion Rate shall be subject to adjustment from time to time as follows:
(i)
Reorganization, Reclassification, Consolidation, Merger or Sale. Prior to any
recapitalization, reorganization, reclassification, consolidation, merger, or other similar
transaction pursuant to which the holders of the Common Stock are entitled to receive
stock, securities or assets with respect to or in exchange for the Common Stock, the
Corporation will make appropriate provision, in form and substance satisfactory to the
Holder of the Preferred Stock, to ensure that the Holder will thereafter have the right to
acquire and receive in lieu of or in addition to, as the case may be, the shares of Common
Stock immediately theretofore acquirable and receivable upon conversion of the Preferred
Stock, had such recapitalization, reorganization, reclassification, consolidation, merger, or
other similar transaction not taken place. In any such case, the Corporation will make
appropriate provision, in form and substance satisfactory to the Holder of a the Preferred
Stock to ensure that the provisions of this paragraph and paragraph 4(e)(iii) below will
thereafter be applicable to the Preferred Stock. The Corporation will not effect any
consolidation or merger, unless prior to the consummation thereof, the successor entity
resulting from such consolidation or merger, assumes, by written instrument, in form and
substance satisfactory to the Holder of the Preferred Stock, the obligation to deliver to the
Holder of the Preferred Stock such shares of stock, securities or assets as, in accordance
with the foregoing provisions, that the Holder may be entitled to acquire.
(ii)
Purchase Rights. If at any time the Corporation grants, issues or sells any options,
convertible securities or rights to purchase stock, warrants, securities or other property pro
rata to the record holders of the Common Stock (the 'Purchase Rights"), then the Holder of
the Preferred Stock will be entitled to acquire, upon the terms applicable to such purchase
rights, the aggregate purchase rights which Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete conversion of
Holder's shares of the Preferred Stock immediately before the date on which a record is
taken for the grant, issuance or sale of such purchase rights, or, if no such record is taken,
the date as of which the record holders of the Common Stock are to be determined for the
grant, issue or sale of such purchase rights.
(iii)
Status of Shares. All shares of Preferred Stock that are at any time converted pursuant to
this paragraph 4, and all shares of Preferred Stock that are otherwise reacquired by the
Corporation and subsequently canceled by the Board of Directors, shall be retired and shall
not be subject to reissuance.
5. Voting Rights. Each share of the Series shall entitle the Holder thereof to ten (10) votes for each
Conversion Share into which such share of the Series is then convertible (the Super Voting Rights), which
on the initial date of issuance of the Preferred Stock shall equal, when combined with the shares of Common
Stock held by the Holder on the initial date of issuance of the Preferred Stock, in the aggregate not less than
66 2/3 % of the total votes of all outstanding shares of capital stock of the Corporation, and shall otherwise
have voting rights and powers equal to the voting rights and powers of the Common Stock (except as
otherwise expressly provided herein or as required by law), voting together with the Common Stock as a
single class and shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of
the Corporation.
6. Restrictions and Limitations
So long as any shares of Preferred Stock remain outstanding, the Corporation shall not, without the vote or
written consent by the Holder of the outstanding Preferred Stock, voting as a single class:
(i)
Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking or
other analogous fund for such purpose) any share or shares of its capital stock, except for
a transaction in which all outstanding shares of Preferred Stock are concurrently redeemed,
purchased or otherwise acquired, provided however, that this restriction shall not apply to
the repurchase of shares of Common Stock from employees, officers, directors, consultants
or other persons performing services for the Corporation or any subsidiary pursuant to
agreements pursuant to which the Corporation has the option to repurchase such shares
upon the occurrence of certain events, such as the termination of employment.
(ii)
alter, modify or amend (whether by merger or otherwise) the terms of the Series in any
way;
(iii)
issue (whether by merger or otherwise) any new series or class of capital stock ranking
pari passu with or having a preference over the Series as to the Super Voting Rights;
(iv)
increase (whether by merger or otherwise) the authorized number of shares of the Series;
(v)
re-issue (whether by merger or otherwise) any shares of Preferred Stock which have been
converted or redeemed in accordance with the terms hereof;
(vi)
issue (whether by merger or otherwise) any shares of the Series except pursuant to the
terms of the Share Exchange Agreement;
(vii)
enter into any definitive agreement or commitment with respect to any of the foregoing; or
(viii) cause or permit any subsidiary to engage in or enter into any definitive agreement or
commitment with respect to any of the foregoing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed
on its behalf by its undersigned Chairman of the Board of Directors as of May 12, 2016.
By:
/s/ Malek Ladki
Name: Malek Ladki
Title: Chairman of the Board of Directors
ANNEX I
CONVERSION NOTICE
The undersigned hereby elects to convert shares of Series A Preferred Stock (the Preferred Stock),
represented by stock certificate No(s). ________ , into shares of common stock (Common Stock) of
Mobetize (the Corporation) according to the terms and conditions of the Amended Certificate of
Designation dated effective May 20, 2016, relating to the Preferred Stock (the Amended Certificate of
Designation), as of the date written below.
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Certificate of Designation.
Conversion Date: ____________________________
Number of Shares of Preferred Stock to be Converted:
Number of Shares of Common Stock to be Issued:
Name of Holder: Ajay Hans
Address: ___________________________________
__________________________________________
__________________________________________
Signature:______________________
Holder Requests Delivery to be made: (check one)
o By Delivery of Physical Certificates to the Above Address
Through Depository Trust Corporation: __ (Account No: ________________)
5