Exhibit 99.2A
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOCATEPLUS HOLDINGS CORPORATION
LocatePLUS Holdings Corporation (the "Company"), a corporation organized under the laws of the State of Delaware, DOES HEREBY CERTIFY:
First: That, at a meeting of the Board of Directors of the Company, the |
Board of Directors of the Company (i) adopted resolutions proposing an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to (a) increase the number of shares authorized for issuance by the Company by adding an additional 1,000,000 authorized shares of Preferred Stock; (ii) declaring said amendments to be advisable; and (iii) calling for the submission of such amendments to the shareholders of the Company for consideration thereof. |
Second: That, in accordance with Section 211 of the General Corporation Law |
of the State of Delaware, the amendment is required to be approved by holders of a majority of the outstanding capital stock of the Company required to amend said Certificate. Pursuant to said vote, Article Fourth of the Company's Second Amended and Restated Certificate of Incorporation is hereby further amended by deleting the existing Article Fourth, and replacing it in its entirety with the following: |
FOURTH: The total number of shares of all classes of |
stock which the Company shall have authority to issue is Fifty One Million (51,000,000) shares consisting entirely of Fifty Million (50,000,000) shares of Common Stock, $0.01 par value per share (the "Common Stock") and one million (1,000,000) shares of Preferred Stock, $1.00 par value per share, with such terms and provisions as shall be set forth in a Certificate or Certificates of Designation adopted from time to time by the Board. |
Third: That said amendment was duly adopted in accordance with the |
provisions of Section 242 of the General Corporation Law of the State of Delaware. |
Fourth: That this Certificate of Amendment of the Second Amended and |
Restated Certificate of Incorporation of the Company shall be effective upon its filing with the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, said LocatePLUS Holdings Corporation has caused this Certificate of Amendment to be signed by Geoffrey Lee, its Interim Chief Executive Officer, this 30th day of December, 2009
LOCATEPLUS HOLDINGS CORPORATION
By:
/s/ Geoffrey Lee
Interim Chief Executive Officer