EX-3.2 3 f8k060115ex3ii_drone.htm CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES

Exhibit 3.2

 

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:          C20150602-2561

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
20150251230-21 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

 

 

Certificate of Correction

(PURSUANT TO NRS CHAPTERS 78,

78A, 80, 81, 82, 84, 86, 87, 87A, 88,

88A, 89, AND 92A)

 

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT   ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Correction

 (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)

 

1. The name of the entity for which correction is being made: 

Drone Aviation Holding Corp.

 

2. Description of the original document for which correction is being made: 

Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock

 

3. Filing date of the original document for which correction is being made: June 1, 2015

 

4. Description of the inaccuracy or defect:

Correction to Section 3

 

5. Correction of the inaccuracy or defect:

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

 

6. Signature:

 

X  /s / Kendall W. Carpenter   EVP and CFO   June 2, 2015
Authorized Signature   Title *   Date

 

* If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.

 

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 Correction

Revised:      1-5-15

 

 

 
 

 

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 G 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 G 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 G 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 G Preferred Stock (or the holders of any class or series of capital stock ranking on a parity with the Series G 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 G 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 G Preferred Stock held at the time of such distribution. For the avoidance of doubt, holders of the Series G 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