CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUPER LEAGUE GAMING, INC.
Pursuant
to Section 242 of the General Corporation Law of the State of
Delaware, Super League Gaming, Inc., a corporation organized under
and existing by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
1.
The name of the corporation is Super League
Gaming, Inc. (the “Corporation”).
2.
The Corporation hereby amends the following
provision of the Corporation’s Second Amended and Restated
Certificate of Incorporation (the “Certificate
of Incorporation”) by
deleting the first paragraph of Article FOURTH in its entirety and
replacing it with the following new paragraphs:
FOURTH: The total number of shares which the
Corporation shall have authority to issue is one hundred and ten
million (110,000,000) shares, of which one hundred million
(100,000,000) shares shall be common stock, par value $0.001 per
share (“Common
Stock”), and ten million
(10,000,000) shares shall be preferred stock, par value $0.001 per
share (“Preferred
Stock”). The Board of
Directors of the Corporation may divide the Preferred Stock into
any number of series, fix the designation and number of each such
series, and determine or change the designation, relative rights,
preferences, and limitations of any series of Preferred Stock. The
Board of Directors (within the limits and restrictions of the
adopting resolutions) may also increase or decrease the number of
shares of Preferred Stock initially fixed for any series, but no
decrease may reduce the number below the shares of Preferred Stock
then outstanding and duly reserved for
issuance.
Upon the effectiveness of this Certificate of
Amendment to the Certificate of Incorporation of the Corporation
(the “Effective
Time”), every three (3)
shares of the Corporation’s Common Stock issued and
outstanding immediately prior to the Effective Time (the
“Old Common
Stock”), will
automatically and without any action on the part of the respective
holders thereof be combined, reclassified and changed into one (1)
share of Common Stock of the Corporation (the
“New Common
Stock”). Notwithstanding
the immediately preceding sentence, in lieu of any fractional
interests in shares of New Common Stock to which any stockholder
would otherwise be entitled pursuant hereto (taking into account
all shares of capital stock owned by such stockholder), any
fractional share will be rounded down to the nearest whole number
and the holder shall be entitled to receive a cash payment in the
amount equal to the value of such fractional share. The combination
and conversion of the Old Common Stock shall be referred to as the
“Reverse
Stock Split.”
The Corporation shall not be obligated to issue
certificates evidencing the shares of New Common Stock outstanding
as a result of the Reverse Stock Split unless and until the
certificates evidencing the shares held by a holder prior to the
Reverse Stock Split are either delivered to the Corporation or its
transfer agent, or the holder notifies the Corporation or its
transfer agent that such certificates have been lost, stolen or
destroyed and executes an agreement satisfactory to the Corporation
to indemnify the Corporation from any loss incurred by it in
connection with such certificates. Each stock certificate that,
immediately prior to the Effective Time, represented shares of Old
Common Stock shall, from and after the Effective Time,
automatically and without the necessity of presenting the same for
exchange, represent that number of whole shares of New Common Stock
into which the shares of Old Common Stock represented by such
certificate shall have been reclassified; provided,
however, that each holder of
record of a certificate that represented shares of Old Common Stock
shall receive, upon surrender of such certificate, a new
certificate representing the number of whole shares of New Common
Stock into which the shares of Old Common Stock represented by such
certificate shall have been
reclassified.”
3.
This
amendment has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by
a duly authorized officer of this Corporation on this 8th day of
February, 2019.
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Super
League Gaming, Inc.
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By:
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/s/ Ann
Hand
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Ann
Hand
Chief
Executive Officer and President
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