Attached files

file filename
EX-10.5 - SECURITIES PURCHASE AGREEMENT WITH LGH INVESTMENTS, LLC, DATED JULY 27, 2020 - Digerati Technologies, Inc.f10k2020ex10-5_digeratitech.htm
10-K - ANNUAL REPORT - Digerati Technologies, Inc.f10k2020_digeratitechnolog.htm
EX-32.2 - CERTIFICATION - Digerati Technologies, Inc.f10k2020ex32-2_digeratitech.htm
EX-32.1 - CERTIFICATION - Digerati Technologies, Inc.f10k2020ex32-1_digeratitech.htm
EX-31.2 - CERTIFICATION - Digerati Technologies, Inc.f10k2020ex31-2_digeratitech.htm
EX-31.1 - CERTIFICATION - Digerati Technologies, Inc.f10k2020ex31-1_digeratitech.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Digerati Technologies, Inc.f10k2020ex23-1_digerati.htm
EX-21.1 - SUBSIDIARY LIST - Digerati Technologies, Inc.f10k2020ex21-1_digeratitech.htm
EX-10.7 - SECURITIES PURCHASE AGREEMENT FOR $27,500 WITH PLATINUM POINT CAPITAL LLC DATED - Digerati Technologies, Inc.f10k2020ex10-7_digeratitech.htm
EX-10.6 - SECURITIES PURCHASE AGREEMENT FOR $330,000 WITH PLATINUM POINT CAPITAL LLC DATED - Digerati Technologies, Inc.f10k2020ex10-6_digeratitech.htm
EX-4.6 - DESCRIPTION OF SECURITIES - Digerati Technologies, Inc.f10k2020ex4-6_digerati.htm
EX-4.5 - PAYOFF LETTER DATED OCTOBER 15, 2020, BY AND BETWEEN DIGERATI TECHNOLOGIES, INC. - Digerati Technologies, Inc.f10k2020ex4-5_digerati.htm
EX-4.4 - CONVERTIBLE PROMISSORY NOTE FOR $27,500 WITH PLATINUM POINT CAPITAL LLC DATED OC - Digerati Technologies, Inc.f10k2020ex4-4_digerati.htm
EX-4.3 - CONVERTIBLE PROMISSORY NOTE FOR $330,000 WITH PLATINUM POINT CAPITAL LLC DATED O - Digerati Technologies, Inc.f10k2020ex4-3_digerati.htm
EX-4.2 - CONVERTIBLE PROMISSORY NOTE AND ASSIGNMENT AGREEMENT FOR $52,831 BETWEEN JEFFERS - Digerati Technologies, Inc.f10k2020ex4-2_digerati.htm
EX-4.1 - CONVERTIBLE PROMISSORY NOTE FOR $275,000 WITH LGH INVESTMENTS, LLC DATED JULY 27 - Digerati Technologies, Inc.f10k2020ex4-1_digerati.htm
EX-3.6 - CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK - Digerati Technologies, Inc.f10k2020ex3-6_digerati.htm
EX-3.5 - CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK - Digerati Technologies, Inc.f10k2020ex3-5_digerati.htm
EX-3.4 - CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK - Digerati Technologies, Inc.f10k2020ex3-4_digerati.htm

Exhibit 3.7

 

 

 

 

 

 

Filed in the Office of Business Number
    C27974-2003
  BARBARA K. CEGAVSKE Filing Number
    20200732026
  Secretary of State Filed On
  State Of Nevada 06/18/2020 09:37:30 AM
    Number of Pages
    7

 

DIGERATI TECHNOLOGIES, INC.

 

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

 

OF

SERIES F SUPER VOTING PREFERRED STOCK

 

PURSUANT TO SECTIONS 78.195 AND 78.1955 OF THE

NEVADA REVISED STATUTES

 

Digerati Technologies, Inc., a corporation organized and existing under the Nevada Revised Statutes (the “Corporation”), certifies that pursuant to the authority contained in Articles of Incorporation, as amended (the “Certificate of Incorporation”) and in accordance with the provisions of Sections 78.195 and 78.1955 of the Nevada Revised Statutes, the board of directors of the Corporation (the “Board of Directors”) by Unanimous Written Consent dated June 18, 2020 duly approved and adopted the following resolution which resolution remains in full force and effect on the date hereof:

 

RESOLVED, that pursuant to the authority vested in the Board of Directors by its Certificate of Incorporation, the Board of Directors does hereby designate, create, authorize and provide for the issue of Series F Super Voting Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”), consisting of one hundred (100) shares, having the voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof as follows:

 

TERMS OF SERIES F PREFERRED STOCK

 

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

 

Common Stock” means the Corporation’s common stock, par value $0.001 per share.

 

Holder” shall have the meaning given such term in Section 2.

 

Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

Series F Preferred Stock” shall have the meaning set forth in Section 2.

 

Stated Value” shall have the meaning set forth in Section 2.

 

Section 2 . Designation, Amount and Par Value; Eligible Recipients. The series of preferred stock shall be designated as its Series F Preferred Stock (the “Series F Preferred Stock”) and the number of shares so designated shall be up to one hundred (100) (which shall not be subject to increase without the written consent of the holders of a majority of the outstanding Series F Preferred Stock (each, a “Holder” and collectively, the “Holders”). Series F Preferred Stock shall only be issuable to members of the Corporation’s Board of Directors, as joint tenants, who may purchase shares of Series F Preferred Stock at the Stated Value per share. Each share of Series F Preferred Stock shall have a par value of $0.001 per share and a stated value equal to one cent ($0.01) (the “Stated Value”).

 

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Section 3. Dividends. No dividends are payable on the shares of Series F Preferred Stock.

 

Section 4 . Voting Rights. As long as any shares of Series F Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series F Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Series F Preferred Stock, (d) sell or otherwise dispose of any assets of the Corporation not in the ordinary course of business, (e) sell or otherwise effect or undergo any change of control of the corporation, (f) effect a reverse split of its Common Stock, or (g) enter into any agreement with respect to any of the foregoing.

 

Holder of the Series F Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Cor poration’s Common Stock, and on all such matters, the shares of Series F Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus one million (1,000,000) votes, it being the intention that the Holders of the Series F Preferred Stock shall have effective voting control of the Corporation. The Holders of the Series F Preferred Stock shall vote together with the holders of Common Stock as a single class on all matters requiring approval of the holders of the Corporation’s Common Stock and separately on matters not requiring the approval of holders of the Corporation’s Common Stock.

 

Section 5. Liquidation. The holders of Series F Preferred Stock have no rights to receive payments of any kind in the event of any liquidation, dissolution, or winding up of the Corporation whether voluntary or involuntary, or in the event of its insolvency (a “Liquidation”).

 

Section 6. Conversion. No conversion rights apply to the Series F Preferred Stock.

 

Section 7. Redemption. At any time while share of Series F Preferred Stock are issued and outstanding, the Corporation, in its sole discretion, may elect to redeem the shares of Series F Preferred Stock

 

Section 8. Amendment and Waiver. Notwithstanding anything to the contrary contained herein, the amendment or waiver of any provisions of this Certificate of Designations can be approved by Persons holding the majority of the Series F Preferred Stock then outstanding.

 

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Section 9. Miscellaneous.

 

a) Lost or Mutilated Series F Preferred Stock Certificate. If a Holder’s Series F Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, or cause to be executed and delivered, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series F Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation with the actual third-party costs of the replacement of such certificate to be borne by the Holder (but without any requirement to post an indemnity bond).

 

b) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

c) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

 

d) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

 

e) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

 

*********************

 

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be duly executed this 18th day of June 2020.

 

  Digerati Technologies, Inc.
   
  By: /s/ Arthur L. Smith
  Name:   Arthur L. Smith
  Title: CEO