Attached files
Exhibit
3.2
AMENDMENT
TO THE
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS
OF THE SERIES A CONVERTIBLE PREFERRED STOCK
OF
IMAGEWARE SYSTEMS, INC.,
A Delaware corporation
Pursuant to Section 228(a) of the
Delaware General Corporation Law
On behalf of ImageWare Systems, Inc., a Delaware
corporation (the “Company”), in accordance with the
provisions of the Delaware General Corporation Law (the
“DGCL”),
the Company’s Board of Directors (the
“Board”) and
the holders of two-thirds (2/3rds) of the issued and outstanding
shares of Company’s Series A Convertible Preferred Stock (the
“Series
A Preferred”) have duly
approved and adopted the following resolution amending the
Certificate of Designations, Preferences and Rights of the Series A
Convertible Preferred Stock (the “Certificate
of Designation”):
RESOLVED, that, pursuant to the
authority granted to and vested in the Board by the provisions of
the Certificate of Incorporation of the Company, as amended (the
“Certificate of
Incorporation”):
1.
Sections 1(a) and
1(b) of the Certificate of Designation shall be deleted in their
entirety and replaced with the following:
1.
Designation and
Rank.
(a) The designation of
such series of the Preferred Stock shall be the Series A
Convertible Preferred Stock, par value $0.01 per share (the
“Series A
Preferred”). The maximum number of shares of Series A
Preferred shall be Thirty Eight Thousand (38,000) shares. The
Series A Preferred shall rank senior to the Company’s common
stock, par value $0.01 per share (the “Common Stock”), and except as
provided in Section 1(b) below, to all other classes and series of
equity securities of the Company which by their terms rank junior
to the Series A Preferred (“Junior Stock”).
(b) The Series A
Preferred shall be subordinate to and rank junior to the
Company’s Series B Preferred Stock (“Series B Preferred”), Series C
Convertible Preferred Stock (“Series C Preferred”), and all
indebtedness of the Company now or hereafter outstanding. The date
of original issuance of the Series A Preferred is referred to
herein as the “Issuance
Date”.
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IN WITNESS
WHEREOF, the undersigned have
duly signed this Amendment to the Certificate of Designation as of
this 10th day of September 2018.
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ImageWare Systems, Inc.
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/s/ S. James
Miller, Jr.
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By: S. James Miller, Jr.
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Title: Chief Executive Officer and
Director
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