Exhibit 3.5
AMENDED
AND RESTATED
CERTIFICATE
OF DESIGNATIONS
OF
ACIES
CORPORATION
ESTABLISHING
THE DESIGNATIONS, PREFERENCES,
LIMITATIONS
AND RELATIVE RIGHTS OF ITS
SERIES
A PREFERRED STOCK
Pursuant
to Section 78.1955 of the Nevada Revised Statutes (the “NRS”),
Acies Corporation, a corporation organized and existing under the NRS (the
"Company"),
DOES HEREBY CERTIFY that
pursuant to the authority conferred upon the Board of Directors by the Articles
of Incorporation, as amended, of the Company, and pursuant to Section 78.1955 of
the NRS, the Board of Directors, by unanimous written consent of all members of
the Board of Directors effective on August 13, 2009, duly adopted a resolution
providing for the issuance of an amended and restated series of Series A
Preferred Stock, which Series A Preferred Stock shall amend, replace and
supersede the Series A Preferred Stock designated by the Company on or around
December 12, 2008 (the “Prior
Preferred Stock”),which resolution is and reads as follows:
RESOLVED, that no shares of
Prior Preferred Stock have been issued by the Company to date and no shares of
Prior Preferred Stock are currently outstanding in the Company; and it is
further
RESOLVED, that pursuant to the
authority expressly granted to and invested in the Board of Directors of the
Company by the provisions of the Articles of Incorporation of the Company, as
amended, a series of the preferred stock, par value $.001 per share, of the
Company be, and it hereby is, established; and it is further
RESOLVED, that the series of
preferred stock of the Company be, and it hereby is, given the distinctive
designation of "Series A
Preferred Stock"; and it is further
RESOLVED, that the Series A
Preferred Stock shall consist of One Thousand (1,000) shares; and it is
further
RESOLVED, that the Series A
Preferred Stock shall have the powers and preferences, and the relative,
participating, optional and other rights, and the qualifications, limitations,
and restrictions thereon set forth below, which rights shall amend, replace and
supersede the Prior Preferred Stock:
SECTION 1. DESIGNATION OF
SERIES; RANK. The shares of such series shall be designated as
the "Series A
Preferred Stock" (the "Preferred
Stock") and the number of shares initially constituting such series shall
be up to One Thousand (1,000) shares.
SECTION
2. DIVIDENDS. The holders of the
Preferred Stock shall not be entitled to receive dividends paid on the Common
Stock.
SECTION
3. LIQUIDATION PREFERENCE. The holders
of the Preferred Stock shall not be entitled to any liquidation
preference.
SECTION
4. VOTING.
4.1 Voting
Rights. The holders of the Preferred Stock will have the
voting rights as described in this Section 4 or as required by
law. For so long as any shares of the Preferred Stock remain
issued and outstanding, the holders thereof, voting separately as a class, shall
have the right to vote on all shareholder matters equal to fifty-one percent
(51%) of the total vote. For example, if there are 10,000 shares of
the Company’s common stock issued and outstanding at the time of a shareholder
vote, the holders of the Preferred Stock, voting separately as a class, will
have the right to vote an aggregate of 10,400 shares, out of a total number of
20,400 shares voting.
4.2 Amendments
To Articles And Bylaws. So long as the Preferred Stock is
outstanding, the Company shall not, without the affirmative vote of the holders
of at least 66-2/3% of all outstanding shares of Preferred Stock, voting
separately as a class (i) amend, alter or repeal any provision of the Articles
of Incorporation or the Bylaws of the Company so as to adversely affect the
designations, preferences, limitations and relative rights of the Preferred
Stock or (ii) effect any reclassification of the Preferred Stock.
4.3 Amendment
Of Rights Of Preferred Stock. The Company shall not, without the
affirmative vote of the holders of at least 66-2/3% of all outstanding shares of
the Preferred Stock, amend, alter or repeal any provision of this Statement of
Designations, PROVIDED, HOWEVER, that the Company may, by any means authorized
by law and without any vote of the holders of shares of the Preferred Stock,
make technical, corrective, administrative or similar changes in this Statement
of Designations that do not, individually or in the aggregate, adversely affect
the rights or preferences of the holders of shares of the Preferred
Stock.
SECTION
5. CONVERSION RIGHTS. The shares of the
Preferred Stock shall have no conversion rights.
SECTION
6. REDEMPTION RIGHTS. The shares of the
Preferred Stock shall have no redemption rights.
SECTION
7. NOTICES. Any notice required
hereby to be given to the holders of shares of the Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid, and
addressed to each holder of record at his address appearing on the books of the
Company.
IN WITNESS WHEREOF, the
Company has caused this “Amended And Restated Certificate of Designations of
Acies Corporation Establishing The Designations, Preferences, Limitations And
Relative Rights of its Series A Preferred Stock” to be duly executed by its
Chief Executive Officer this 13_th day of August 2009.
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ACIES
CORPORATION
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/s/ Oleg Firer
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Oleg
Firer
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Chief
Executive
Officer
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