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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/22 Legion M Entertainment, Inc. 1-A 8:1.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 1-A Offering Statement -- primary_doc.xml HTML 14K 2: PART II AND III Offering Statement - Parts II and III HTML 878K 3: EX1A-1 UNDR AGMT Exhibit 1 HTML 139K 4: EX1A-2A CHARTER Exhibit 2.2 HTML 9K 5: EX1A-2A CHARTER Exhibit 2.3 HTML 16K 6: EX1A-4 SUBS AGMT Exhibit 4 HTML 70K 7: EX1A-8 ESCW AGMT Exhibit 8 HTML 71K 8: EX1A-11 CONSENT Exhibit 11 HTML 6K
Exhibit 2.2
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF LEGION M ENTERTAINMENT, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
ONE: That at a meeting of the Board of Directors of Legion M Entertainment, Inc., resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting for the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article XI by adding the following sentence after the last sentence thereof:
“Notwithstanding the foregoing, this Article XI shall not apply to the extent that its application would violate any Federal law or regulation.”
TWO: That holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted acting by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware, resolutions were adopted approving the amendments set forth herein.
THREE: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of September, 2018.
| Signed: |  |
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| Printed Name: Paul Scanlan | |||
| Title: Chief Executive Officer | |||
State of Delaware Secretary of State Division of Corporations Delivered 01:37 PM 09/28/2018 FILED 01:37 PM 09/28/2018 SR 20186893098 - File Number 5980700 |
C:
| C: 1 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/23 Legion M Entertainment, Inc. 1-A POS 3:1.3M Toppan Merrill/FA 10/11/23 Legion M Entertainment, Inc. 1-A POS 4:1.3M Toppan Merrill/FA 9/28/23 Legion M Entertainment, Inc. 1-SA 6/30/23 1:472K Toppan Merrill/FA 5/01/23 Legion M Entertainment, Inc. 1-K 12/31/22 3:720K Toppan Merrill/FA 10/04/22 Legion M Entertainment, Inc. 1-A/A 7:18M Toppan Merrill/FA 9/28/22 Legion M Entertainment, Inc. 1-SA 6/30/22 1:493K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/20 Legion M Entertainment, Inc. 1-A 14:1.9M Toppan Merrill/FA |