Exhibit 3.7
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov |
Certificate of Correction | ||||
(PURSUANT TO NRS CHAPTERS 78, 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 theentity for which correction is being made:
Geospatial Holdings, Inc.
2. Description of the original document for which correction is being made:
Certificate of Designation for Series A Preferred Stock. Nevada Secretary of State Document No.: 20090856963-78
3. Filing date of the original document for which correction is being made: December 14, 2009
4. Description of the inaccuracy or defect.
The Certificate of Designation omitted a provision in Section 5.
5. Correction of the inaccuracy or defect.
Section 5 of the Certificate of Designation is corrected to include the omitted subsection (m) entitled “Failure to Issue Additional Equity Securities” which provision is set forth in its entirety on Exhibit “A” consisting of one (1) page attached hereto and incorporated herein by this reference.
6. Signature:
X /s/ Mark A. Smith | CEO | January 11, 2010 | ||||||
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: 3-26-09 |
Exhibit “A”
To
Certificate of Correction
To
Certificate of the Designations, Powers,
Preferences and Rights
of the
Series A Convertible Preferred Stock
of
Geospatial Holdings, Inc.
The following provision is added to Section 5 of the Certificate of Designation:
“(m)Failure to Issue Additional Equity Securities. If, after the Original Issue Date but prior to the date that automatic conversion would occur pursuant toSection 5(b)(1), the Company has not issued or sold, or has not been deemed by the provisions of thisSection 5(g) to have issued or sold, Additional Shares of Common Stock, other than in connection with a Common Stock Event as provided inSection 5(d), a dividend or distribution as provided inSection 5(e), or a recapitalization, reclassification or other change as provided inSection 5(f), then the Conversion Price shall, immediately prior to the conversion required to occur pursuant toSection 5(b)(1), and for purposes of such conversion, be deemed to be $0.50 dollars.”