Exhibit 3.1

 

1

  CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF
PREFERENCES AND RIGHTS OF
SERIES D PREFERRED STOCK
OF
DARKPULSE, INC. State of Delaware
Secretary of State
Division of Corporations
Delivered 12:02 PM 12/23/2021
FILED 12:02 PM 12/23/2021
SR 20214202203 - File Number 2215728

DarkPulse, Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

FIRST: The name of the Corporation is DarkPulse, Inc. The Corporation was originally incorporated under the name “Klever Marketing, Inc.”

SECOND: The Corporation’s Certificate of Designation of Preferences and Rights of Series D Preferred Stock was filed with the Secretary of State of the State of Delaware on July 12, 2018.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the Delaware General Corporation Law (the “DGCL“) adopted resolutions to amend Paragraph 4 of the Certificate of Designation of Preferences and Rights of Series D Preferred Stock to read in its entirety as follows:

4.       Conversion. Each share of Series D Stock shall be convertible, at the sole and exclusive election of the holder of such share of Series D Preferred Stock, into two (2) shares of Common Stock of the Corporation.

FOURTH: This Certificate of Amendment to the Certificate of Designation of Preferences and Rights of Series D Preferred Stock was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.

[Remainder of page intentionally left blank. Signature page follows.]

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Designation of Preferences and Rights of Series D Preferred Stock to be signed and attested this 22^nd day of December 2021.

DARKPULSE, INC.

/s/ Dennis O’Leary                                  

Dennis O’Leary

Chief Executive Officer

3