ROSS MILLER
Secretary of
State
204 North Carson
Street, Ste 1
Carson City, Nevada
89701-4299
(775) 684 5708
Website:
www.nvsos.gov
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Certificate
of Designation
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(PURSUANT
TO NRS 78. 1955)
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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Certificate
of Designation For
Nevada
Profit
Corporations
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(Pursuant
to NRS 78.1955)
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1. Name
of corporation:
ACIES
CORPORATION
2. By
resolution of the board of directors pursuant to a provision in the articles of
incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock.
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CERTIFICATE
OF DESIGNATIONS
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OF
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ACIES
CORPORATION
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ESTABLISHING
THE DESIGNATIONS, PREFERENCES,
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LIMITATIONS
AND RELATIVE RIGHTS OF ITS
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SERIES
A PREFERRED STOCK
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(AS
SET FORTH ON THE ATTACHED)
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3.
Effective date of filing: (optional)
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(must
not be later than 90 days after the certificate is
filed)
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X /s/ Oleg Firer,
Chief Executive Officer
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Signature
of Officer
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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.
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State Stock Designation
Revised:
7-1-08
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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, Acies Corporation, a
corporation organized and existing under the Nevada Revised Statutes (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 Nevada Revised Statutes, the Board of Directors, by unanimous written
consent of all members of the Board of Directors on December 12, 2008, duly
adopted a resolution providing for the issuance of a series of Forty-Four
Thousand Three Hundred and Forty (44,340) shares of Series A Preferred Stock,
which resolution is and reads as follows:
RESOLVED, that pursuant to the
authority expressly granted to and invested in the Board of Directors of Acies
Corporation by the provisions of the Articles of Incorporation of the Company,
as amended, a series of the preferred stock, par value US $0.001 per share, of
the Company be, and it hereby is, established; and
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
FURTHER RESOLVED, that the
Series A Preferred Stock shall consist of Forty-Four Thousand Three Hundred and
Forty (44,340) shares; and
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:
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 of Forty-Four
Thousand Three Hundred and Forty (44,340) shares.
Section
2. DEFINITIONS.
For
purposes of this Designation, the following definitions shall
apply:
(a) “Business Day” means a day in
which a majority of the banks in the State of Florida in the United States of
America are open for business.
(b) “Certificate of Amendment” means a Certificate of
Amendment to the Company’s Articles of Incorporation filed with the Secretary of
State of Nevada, to effect the Reverse Split of its outstanding Common
Stock.
(c) “Common Stock” means the
Company’s US $0.001 par value common stock.
(d) “Effective Date” shall mean the
later to occur of (a) the date the Certificate of Amendment becomes effective
with the Secretary of State of Nevada; (b) the date the Reverse Split is
affected with the Transfer Agent; and (c) the date the Reverse Split and
Certificate of Amendment is affected with the Financial Industry Regulatory
Authority (“FINRA”).
(e) “Holder” shall mean the person
or entity in which the Preferred Stock is registered on the books of the
Company, which shall initially be the persons or entities which receive the
Preferred Stock in exchange for shares of I-Toss Acquisition, Inc., pursuant to
a Share Exchange Agreement between the Company, I-Toss Acquisition, Inc. and the
shareholders of I-Toss Acquisition, Inc., and shall thereafter be permitted and
legal assigns which the Company is notified of by the Holder in writing, and
which the Holder has provided a valid legal opinion in connection therewith to
the Company.
(f) “Restricted Shares” means
shares of the Company’s Common Stock which are restricted from being transferred
by the holder thereof unless the transfer is effected in compliance with the
Securities Act of 1933, as amended and applicable state securities laws
(including investment suitability standards, which shares shall bear the
following restrictive legend (or one substantially similar)):
"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any
state securities act. The securities have been acquired for
investment and may not be sold, transferred, pledged or hypothecated unless (i)
they shall have been registered under the Securities Act of 1933 and any
applicable state securities act, or (ii) the corporation shall have been
furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such
acts."
(g) “Reverse Split” means a
reverse stock split of the Company’s outstanding
shares of Common Stock in a ratio of One to-One (1:100), which has
been approved by a majority of the Company’s voting shares (which may include
the voting rights of the Preferred Stock) subsequent to a validly filed Schedule
14A or Schedule 14C Information Statement filing.
(h) “US” means United States
Dollars. Unless otherwise stated all dollar amounts disclosed in this
designation shall be in United States Dollars.
SECTION 3. LIQUIDATION
PREFERENCE. The Holders of the
Preferred Stock shall not be entitled to any liquidation
preference.
SECTION 4. CONVERSION
RIGHTS. The Preferred Stock shall have the following
conversion rights (the “Conversion
Rights”):
(a) Automatic
Conversion.
(i) Upon
the Effective Date of the Reverse Split (the “Automatic Conversion Date”),
each share of Preferred Stock will automatically convert into shares of the
Company’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the rate of
One Thousand (1,000) post-Reverse Split shares of the Company’s Common Stock for
each One (1) share of Preferred Stock held by each Holder (the “Conversion Rate”), without any
required action by the Holder thereof. As soon as practicable after
the Automatic Conversion, each stock certificate (if any) evidencing ownership
of the Preferred Stock shares (the “Preferred Stock
Certificate(s)”),
shall be surrendered to the Company for exchange by the Holders
thereof. Upon receipt of the Preferred Stock Certificates, duly
endorsed, or certifications confirming the ownership of such Preferred Stock,
the Company (itself, or through its transfer agent) shall promptly issue to
the exchanging shareholder that number of shares of Common Stock issuable upon
conversion of such shares of Preferred Stock being converted, under the
Conversion Rate (the “Conversion Shares”). All
Common Stock issued to the exchanging shareholders will be issued as Restricted
Shares.
(ii) In
the event that the Preferred Stock Certificates are not surrendered to the
Company within Five (5) Business Days of the Automatic Conversion Date, each
Preferred Stock Certificate shall automatically, and without any required action
by the Holders thereof be cancelled and terminated and the Conversion Shares
shall be issued to the prior Holders of the Preferred Stock Certificates
pursuant to and in connection with the Conversion Rate and mailed to such
Holders at their address of record as provided by such Holders to the
Company. All Common Stock issued to the exchanging shareholders will
be issued as Restricted Shares.
(b) Taxes. The
Company shall not be required to pay any tax which may be payable in respect to
any transfer involved in the issue and delivery of shares of Common Stock upon
conversion in a name other than that in which the shares of the Preferred Stock
so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the Company the amount of
any such tax, or has established, to the satisfaction of the Company, that such
tax has been paid.
(c) No
Impairment. The Company will not through any reorganization, transfer of assets,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in
the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of Preferred Stock against
impairment. Notwithstanding the foregoing, nothing in this Section 5 shall
prohibit the Company from amending its Certificate of Incorporation with the
requisite consent of its shareholders and the Board of
Directors.
(d) Fractional
Shares. If any conversion of Preferred Stock would result
in the issuance of a fractional share of Common Stock (aggregating an individual
shareholder’s shares of Preferred Stock being converted pursuant to the
Automatic Conversion), such fractional share shall be rounded to one whole share
of Common Stock.
(e) Reservation
of Stock Issuable Upon Conversion. Following the Reverse Split, the Company
shall reserve and keep available out of its authorized but unissued shares of
Common Stock solely for the purpose of effecting the conversion of the shares of
the Preferred Stock, such number of its shares of Common Stock as shall be
sufficient to effect conversion of all of the then outstanding shares of the
Preferred Stock.
SECTION 5.
VOTING. The shares of Preferred Stock shall have the same
voting rights as those accruing to the Common Stock and shall vote that number
of voting shares as are issuable upon conversion of such Preferred Stock that
any Holder holds as of the record date of any such vote based on the Conversion
Ratio divided by the Reverse Split (to retroactively take into account the
Reverse Split). For example, assuming One Hundred (100) shares of
Preferred Stock are issued and outstanding on the record date for any
shareholder vote, such shares, voting in aggregate, shall vote a total of Ten
Million (10,000,000) voting shares – The One Hundred (100) Preferred Stock
shares multiplied by the Conversion Ratio (1,000 for 1)[1,000/1 = 1,000] divided
by the Reverse Split (1:100)[1/100] = Ten Million (10,000,000). The
voting rights of the Preferred Stock shall be applicable regardless of whether
the Company has a sufficient number of authorized but unissued shares of Common
Stock then available to affect an Automatic Conversion.
SECTION 6.
DIVIDENDS. The holders of the Preferred Stock shall not be
entitled to receive dividends paid on the Common Stock and the Preferred Stock
shall not accrue any dividends.
SECTION 7. REDEMPTION
RIGHTS. The shares of Series A Preferred Stock shall not have
or be subject to any redemption rights.
SECTION
8. PROTECTIVE PROVISIONS.
Subject
to the rights of series of Preferred Stock which may from time to time come into
existence, so long as any shares of Series A Preferred Stock are outstanding,
this Company shall not without first obtaining the approval (by written consent,
as provided by law) of the holders of a majority of the then outstanding shares
of Preferred Stock, voting together as a class:
(a) Increase
or decrease (other than by conversion) the total number of authorized shares of
Series A Preferred Stock;
(b) Effect
an exchange, reclassification, or cancellation of all or a part of the Series A
Preferred Stock, including a reverse stock split (other than the Reverse Split),
but excluding a stock split, so long as the Series A Preferred Stock’s
Conversion Rights are not diminished in connection therewith;
(c) Effect
an exchange, or create a right of exchange, of all or part of the shares of
another class of shares into shares of Series A Preferred Stock other than as
provided herein or in any Share Exchange Agreement or related document entered
into between the Company and the Holders; or
(d) Alter
or change the rights, preferences or privileges of the shares of Series A
Preferred Stock so as to affect adversely the shares of such series, including
the rights set forth in this Designation.
For
clarification, issuances of additional authorized shares of Series A Preferred
under the terms herein, shall not require the authorization or approval of the
existing shareholders of Preferred Stock, but such issuances shall be approved
by at a minimum, a majority of the Company’s then Members of the Board of
Directors.
SECTION 9. PREEMPTIVE RIGHTS.
Holders of Preferred Stock and holders of Common Stock shall not be
entitled to any preemptive, subscription or similar rights in respect to any
securities of the Company, except as specifically set forth herein or in any
other document agreed to by the Company.
SECTION 10. REPORTS. The Company
shall mail to all holders of Preferred Stock those reports, proxy statements and
other materials that it mails to all of its holders of Common
Stock.
SECTION 11. NOTICES. In addition
to any other means of notice provided by law or in the Company's Bylaws, any
notice required by the provisions of this Designation to be given to the Holders
of Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each Holder of record at such Holder's address
appearing on the books of
IN WITNESS WHEREOF, the
Company has caused this statement to be duly executed by its Chief Executive
Officer this 12th day of December 2008.
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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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