Exhibit 2.2
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 81701-4201
(775) 684-5708
Website: www.nvsos.gov
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)
1. Name of corporation;
LAS VEGAS RAILWAY EXPRESS, INC.
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.
CONVERSION RIGHTS - Each share of Series A Preferred Stock shall be convertible into the number of shares of Common Stock equal to four times the sum of all shares of Common Stock issued and outstanding divided by the number of shares of Series A Preferred Stock issued and outstanding.
VOTING RIGHTS - Each share of Series A Preferred Stock shall have voting rights equal to four times the sum of all shares of Common Stock issued and outstanding and all shares of Series A Preferred Stock issued and outstanding at the time of voting.
ISSUANCE • Shares of Preferred Stock may be only issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, as directed by a majority vote of the Board of Directors.
3. Effective date of filing (optional0 (must not be later than 90 days after the certificate is filed)
4. Signature: (required)
/s/ Wayne Bailey
Signature of officer
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fee may cause this filing to be rejected.
This form must be accompanied by appropriate fees.. Nevada Secretary of State. Stock Designation
Revised 1-5-15
STATE OF NEVADA
CERTIFICATE OF DESIGNATIONS
AND
AMENDMENT TO THE
Articles of Incorporation
OF
LAS VEGAS RAILWAY EXPRESS, INC.
Pursuant to Article XIII of the Artides of Incorporation the following action is taken and approved by the Board of Directors of Las Vegas Railway Express, Inc. by unanimous written consent as if a meeting had been properly called and held and al the directors were present at the meeting and voted in favorof such action:
All of the Directors of Las Vegas Railway Express, Inc. have unanimously approved the following amendment to the Articles of this corporation:
ARTICLE VIL, SECTION 11, is added as follows, and ARTICLE VII., SECTIONS12. and 13, are added aa follows:
ARTICLE VII., SECTION 11.
CERTIFICATE OF DESIGNATION, SERIES A PREFERRED STOCK
11.1 DESIGNATION. This class of stock of this corporation shall be named and designated "Series A Preferred Stock". It shall have 1,000,000 shares authorized at $0.0001 par value per share.
11.2 CONVERSION RIGHTS.
a. If at least one share of Series A Preferred stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock which equals four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series A Preferred Stocks which are issued and outstanding at the time of conversion.
b. Each individual share of Series A Preferred Stock shall be convertible into the number of shares of Common Stock equal to:
[four times the sum of: (all shares of Common Stock issued and outstanding at time of conversion)
divided by:
[the number of shares of Series A Preferred Stock issued and outstanding at the Time of conversion]
11.3 ISSUANCE. Shares of Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors. The number of Shares of Preferred Stock to be issued to each qualified person (member of Management, employee or consultant) holding a Note shall be determined by the following formula:
For retirement of debt:
SUM X
number of shares of Series A Preferred Stock to be issued
where x1+ X2 + X3 •••+...x,,represent the discrete notes and other obligations owed the
lender (holder), which are being retired.
11.4 VOTING RIGHTS.
a. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting
b. Each individual share of Series A Preferred Stock shall have the voting rights equal to:
[four times the sum of:{all shares of Common Stock issued and outstanding at time of voting all shares of Series A Preferred Stocks issued and outstanding at time of voting}]
divided by:
[the number of shares of Series A Preferred Stock issued and outstanding at the time of voting]
12.7 LOCK-UP RESTRICTIONS ON CONVERSION Shares of Series A Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.
THIRD: That said Certificate of Designations was duly adopted in accordance with the provisions of the Nevada Revised Statutes.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 5th day of June, 2017.
By: /s/ Wayne Bailey
Wayne Bailey, CEO
Adopted this 5 day of June, 2017 by all the Dlrectors of the corporation.
