EX-3.4 5 f8k060115ex3iv_drone.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES

Exhibit 3.4

 

STATE OF NEVADA

BARBARA K. CEGAVSKE
Secretary of State
  JEFFREY LANDERFELT
Deputy Secretary
for Commercial Recordings
     
  OFFICE OF THE  
  SECRETARY OF STATE  
     

Certified Copy

 

June 2, 2015

 

Job Number:          C20150602-1972

Reference Number: Expedite:

Through Date:

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s) Description Number of Pages
20150250712-35 Certificate of Correction 2 Pages/1 Copies

 

Respectfully,

 

 

BARBARA K. CEGAVSKE
        Secretary of State

Certified By: A Frieser

Certificate Number: C20150602-2561 You may verify this certificate

online at http://www.nvsos.gov/

 

 

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4201
Telephone (775) 684-5708
Fax (775) 684-7138 

 

 

 

 

 

 
 

 

 

 

BARBARA K. CEGAVSKE      
Secretary of State      
202 North Carson Street      
Carson City, Nevada 89701-4201  
(775) 684-5708  
Website: www.nvsos.gov  
     
   

 Amendment to
Certificate of Amendment
After Issuance of Class or Series

   
(PURSUANT TO NRS 78.1955)      
       

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE FOR  OFFICE USE ONLY

 

Certificate of Amendment to Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

 

1. Name of the corporation:
Drone Aviation Holding Corp.
 

 

2. Stockholder approval pursuant to statute has been obtained.

 

3. The class or series of stock being amended:

Series F Convertible Preferred Stock

 

 

4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:

Section 1 and Section 3 shall be restated as set forth in the attached.

 

 

 

 

 

 

 

 

 

 

5. Effective date of filing: (optional)             
(must not be later than 90 days after the certificate is filed)

 

 5. Signature: (required)    
   
X  
Signature of Officer  

 

Filing Fee: $175.00

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State NRS Amend Designation - After
  Revised: 1-5-15

 

 

 
 

 

Section 1. Designation and Authorized Shares. The Corporation shall be authorized to issue THREE MILLION THREE HUNDRED THOUSAND NINE HUNDRED NINETY NINE (3,300,999) shares of Series F Convertible Preferred Stock, par value $0.0001 per share (the "Series F Preferred Stock").

Section 3. Liquidation

(a)                Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series F Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a preferential amount in cash equal to (and not more than) the Stated Value. All preferential amounts to be paid to the holders of Series F Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series F Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Corporation's Common Stock but not before any payment to the Corporation's Series B-1 Convertible Preferred Stock. If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding shares of Series F Preferred Stock (or the holders of any class or series of capital stock ranking on a parity with the Series F Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full.

(b)               Upon the completion of the distribution required by subparagraph (a) of this Section 3 and the distribution to holders of any other of the Corporation's securities which entitles them to a preferential payment over the Common Stock, the holders of Series F Preferred Stock shall be entitled to participate in any distribution made to the holders of Common Stock, on an "as-converted basis", along with any other holders who are entitled to such distribution, on a pro rata basis, based on the number of shares of Series F Preferred Stock held at the time of such distribution. For the avoidance of doubt, holders of the Series F Preferred Stock shall not be entitled to any payment or distribution in connection with any payments made to holders of the Corporation's Series B-1 Convertible Preferred Stock, including pursuant to Section 3 of the Certificate of Designations of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock.

(c)                Any distribution in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation.