UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the Appropriate Box:
☒
Preliminary Information Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule 14c-6(d)(2))
☐
Definitive Information Statement
KEYSTAR
CORP.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required
☐
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, schedule, or registration statement no.:
(3)
Filing party:
(4)
Date filed:
KEYSTAR
CORP.
1645
Pine Tree Ln, Suite 2
Sarasota,
Florida 34236
(866)
783-9435
NOTICE
OF ACTION TAKEN BY WRITTEN CONSENT
OF
THE MAJORITY STOCKHOLDERS
IN
LIEU OF A SPECIAL MEETING
Dear
Stockholders:
This
Notice and the accompanying Information Statement is being furnished on or about August __, 2024 by the Board of Directors (the “Board”)
of KeyStar Corp., a Nevada corporation (the “Company”), to the holders of common stock, par value $0.0001 per share
and Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company as of the close of business on August 6, 2024,
for informational purposes only pursuant to Section 14C of the Securities Exchange Act of 1934, as amended and Rule 14c-2 promulgated
thereunder.
The
purpose of the Information Statement is to inform the Company’s stockholders of certain actions taken by written consent of the
holders of a majority of the Company’s outstanding voting stock, dated as of August 6, 2024, in lieu of a special meeting of stockholders
(the “Written Consent”). The Written Consent ratifies the following corporate actions (together, the “Corporate
Actions”):
| ● | Amendment
and restatement of the Company’s Articles of Incorporation to (the “Restated
Articles”): (i) change the name of the Company to VIP Play, Inc.; (ii) remove the
provisions that created the Series A Convertible Preferred Stock; and (iii) include terms
regarding suitability of stockholders in light of the Company’s gambling business operations;
and |
| ● | Appointment
of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending June 30, 2024 (“Auditor Approval”). |
The
Board believes it would not be in the best interests of the Company and its stockholders to incur the costs of holding a special meeting
or of soliciting proxies or consents from additional stockholders in connection with the Corporate Actions.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
THE INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you. The Corporate Actions cannot become effective until 20 calendar days after the date the Definitive Information
Statement is mailed to the Company’s stockholders. We anticipate that the Auditor Approval will become effective on or about September
__, 2024, and the Restated Articles will become effective on September 20, 2024, as specifically stated therein.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.
| |
By
Order of the Board of Directors, |
| |
|
| |
/s/
Bruce A. Cassidy |
| |
Bruce
A. Cassidy
Chairman
and Chief Executive Officer |
Dated:
August __, 2024
TABLE
OF CONTENTS
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C PURSUANT THERETO
August
__, 2024
KEYSTAR
CORP.
1645
Pine Tree Ln, Suite 2
Sarasota,
Florida 34236
(866)
783-9435
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THE
ACTION DESCRIBED IN THIS INFORMATION STATEMENT HAS BEEN APPROVED BY A MAJORITY OF THE VOTING POWER OF OUR COMMON AND PREFERRED STOCK.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished
on or about August __, 2024, by the Board of Directors (the “Board”) of KeyStar Corp., a Nevada corporation (the “Company,”
“we,” “us,” and “our”), to the holders of our common stock, par value $0.0001
per share (“Common Stock”) and Series B Convertible Preferred Stock, par value $0.0001 per share (the “Preferred
Stock”) as of the close of business on August 6, 2024, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations promulgated thereunder.
On
August 6, 2024, the Board deemed it in our best interests to take the following corporate actions (together, the “Corporate
Actions”) and submit them to our stockholders for approval:
| ● | Amendment
and restatement of the Company’s Articles of Incorporation (the “Restated
Articles”) to: (i) change the name of the Company to VIP Play, Inc.; (ii) remove
the provisions that created the Series A Convertible Preferred Stock; and (iii) include terms
regarding suitability of stockholders in light of the Company’s gambling business operations;
and |
| ● | Ratification
of the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2024 (“Auditor Approval”). |
We
are also providing notice to our stockholders that the Corporate Actions were taken by written consent (the “Written Consent”)
of the holders of a majority of the Company’s outstanding voting stock (the “Majority Stockholders”), dated
as of August 6, 2024, in lieu of a special meeting of stockholders.
The
purpose of this Information Statement is to inform our stockholders that the Board considers the Corporate Actions to be in the best
interests of the Company and our stockholders and that: (i) the Auditor Approval will not be effective until 20 calendar days after the
date of mailing this Information Statement to you pursuant to Rule 14c-2 promulgated under the Exchange Act; and (ii) the Restated Articles
will not be effective until September 20, 2024, as specifically stated therein.
The
Amended and Restated Articles of Incorporation are attached hereto as Exhibit A.
QUESTIONS
AND ANSWERS
ABOUT
THIS
INFORMATION STATEMENT AND THE CORPORATE ACTIONS
| Q. |
Why did I receive this Information Statement? |
| A. |
The Exchange Act requires us to provide you with information
regarding the Corporate Actions, even though your vote is neither required nor requested to approve the Corporate Actions. |
| Q. |
Why am I not being asked to vote on the Corporate Actions? |
| A. |
The Board unanimously adopted, approved and recommended the
approval of the Corporate Actions and determined that the Corporate Actions are advisable and in the best interests of the Company and
our stockholders. The Corporate Actions have also been approved by the Written Consent of the Majority Stockholders. Such approval is
sufficient under the Nevada Revised Statutes and our Bylaws and no further approval by our stockholders is required. Therefore, your
vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send us a proxy. |
| Q. |
What do I need to do now? |
| A. |
Nothing. This Information Statement is provided to you solely
for your information and does not require or request you to do anything. |
INFORMATION
ON MAJORITY STOCKHOLDERS
Under
Section 78.320 of the Nevada Revised Statutes and our Bylaws, the written consent of stockholders holding a majority of the voting power
allocated to our voting shares may be substituted for an annual or special meeting of the stockholders, provided that such written consent
sets forth the action so taken and is signed by the 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 upon were present and voted.
Our
Common Stock and Preferred Stock are the only classes of outstanding voting stock of the Company. As of August 6, 2024 (the “Record
Date”), there were:
| i. | 71,994,990
shares of Common Stock outstanding, with one vote per share; and |
| ii. | 11,693
shares of Preferred Stock outstanding, with 100 votes for each share. |
As
of the Record Date, the Common Stock and the Preferred Stock provide for total aggregate votes of 73,164,290. A total of 36,582,146 votes
were required to pass any stockholder resolutions.
As
of the Record Date, the Majority Stockholders together owned 45,473,067 shares of the Company’s voting shares, representing approximately
64% of the voting power of the outstanding shares of capital stock of the Company.
All
outstanding shares are fully paid and nonassessable. There are no cumulative voting rights. No consideration was paid for the consent.
The transfer agent for our Common Stock is Clear Trust LLC, 16540 Pointe Village Dr., Suite 205, Lutz, Florida 33558.
EFFECTIVE
DATE OF THE CORPORATE ACTIONS
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Corporate Actions may not be effective before 20 calendar days after the date on
which the Definitive Information Statement is filed with the SEC and a copy hereof has been mailed to our stockholders. We anticipate
that the Definitive Information Statement will be mailed to our stockholders on or about August __, 2024. Therefore, we anticipate that
the Auditor Approval will be effective on or about September __, 2024. The Restated Articles, however, will become effective on September
20, 2024, as specifically stated in the Restated Articles.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, certain information with respect to the beneficial ownership of shares of our Common
Stock by: (i) each of our directors (including director nominees); (ii) each of our named executive officers; (iii) our directors and
executive officers as a group; and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding Common
Stock. To our knowledge, none of the shares reported below are pledged as security. As of the Record Date, we had 71,994,990 shares of
Common Stock and 11,693 shares of Preferred Stock issued and outstanding.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose
or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right
to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant,
option, or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial
ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which
includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum
of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different
for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial
owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown.
| | |
Common Stock | | |
Series B Preferred Stock (2) | |
| Name of Beneficial Owner (1) | |
Number of Shares Owned | | |
Percent of Class | | |
Number of Shares Owned | | |
Percent of Class | |
Bruce A. Cassidy (3)
| |
| 76,390,674 | | |
| 72.01 | % | |
| 11,693 | | |
| 100 | % |
James Mackey
| |
| - | | |
| - | | |
| - | | |
| - | |
Jacob Schrader (4)
| |
| 78,125 | | |
| * | | |
| - | | |
| - | |
Mark Thomas (5)
| |
| - | | |
| - | | |
| - | | |
| - | |
Anthony J. Fidaleo (6)
| |
| 125,000 | | |
| * | | |
| - | | |
| - | |
All Directors and Officers
as a Group (5 persons) | |
| 76,593,799 | | |
| 78.26 | % | |
| 11,693 | | |
| 100 | % |
| 5% Holders | |
| | | |
| | | |
| | | |
| | |
| ZenSports, Inc. | |
| 5,500,000 | | |
| 5.18 | % | |
| - | | |
| - | |
| * |
Indicates beneficial ownership of less than 1% of the outstanding
shares of our common stock. |
| (1) |
Unless otherwise indicated, the address of each of the individuals
and entity listed below is c/o KeyStar Corp. 1645 Pine Tree Ln, Suite 2, Sarasota, Florida 34236. |
| (2) |
Holders of Series B Preferred Stock vote with the common stockholders
on an as-converted basis, with each share of Series B Preferred Stock converting into 100 shares of Common Stock, on all matters submitted
to a vote by holders of our Common Stock; but, with respect to the election of directors, however, the majority of the holders of Series
B Preferred Stock shall have the power to elect a majority of the then-seated or to-be-seated members of our Board and the Common Stockholders
are entitled only to elect a minority of the then-seated or to-be-seated members of our Board. |
| (3) |
Consists of: (i) 19,028,000 shares of Common Stock held of
record by Eagle Investment Group, LLC, of which Mr. Cassidy is the manager; (ii) 1,169,300 shares of Common Stock underlying 11,693 immediately
convertible shares of Series B Preferred Stock held of record by Eagle Investment Group, LLC; (iii) 24,933,374 shares of Common Stock
held of record by Excel Family Partners, LLLP, of which Mr. Cassidy is the indirect general partner as sole manager of a limited liability
company that is the general partner of Excel Family Partners; (iv) 8,460,000 shares of Common Stock underlying immediately exercisable
warrants held of record by Excel Family Partners, LLLP; (v) 21,300,000 shares of Common Stock underlying an immediately convertible promissory
note held of record by Excel Family Partners, LLLP; and (vi) 1,500,000 shares of Common Stock held of record by Excel Members, LLC, of
which Mr. Cassidy is the co-manager with two other people and may be deemed to share voting and investment power with respect to these
shares. |
| (4) |
Consists of 78,125 shares of common stock underlying immediately
exercisable options held of record by Mr. Schrader. The options are exercisable any time before June 15, 2032. |
| (5) |
While Mr. Thomas was a named executive officer during our last
completed fiscal year ended June 30, 2024, he resigned from all officer positions as of October 31, 2023. |
| (6) |
Consists of 125,000 shares of common stock underlying immediately
exercisable options held of record by Mr. Fidaleo. The options are exercisable any time before November 21, 2025. While Mr. Fidaleo was
a named executive officer during our last completed fiscal year ended June 30, 2024, he resigned from all officer positions as of September
15, 2023. |
CORPORATE
ACTION
Amendment
AND RESTATEMENT OF the Company’s Articles of Incorporation
The
Board and Majority Stockholders each approved an amendment to our Articles of Incorporation on August 6, 2024. We intend to file Restated
Articles with the Secretary of State of the State of Nevada to amend the Articles of Incorporation to : (i) change our name to VIP Play,
Inc.; (ii) remove the provisions that created the Series A Convertible Preferred Stock; and (iii) include terms regarding suitability
of stockholders in light of our gambling business operations.
CORPORATE
ACTION
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On
August 6, 2024, the Board approved the appointment of Grassi & Co., CPAs, P.C. (“Grassi”) as public auditors for
the fiscal year ended June 30, 2024. Pursuant to the Written Consent, on August 6, 2024, the Majority Stockholders ratified the appointment
of Grassi as our public auditors for the fiscal year ended June 30, 2024.
Audit
Fees
Audit
fees consist of fees billed for professional services rendered in connection with the audit of our annual consolidated financial statements,
review of our quarterly consolidated financial statements, and services that are normally provided by Grassi in connection with statutory
and regulatory filings or engagements.
The
fees billed by Grassi for the audit of our consolidated financial statements as of June 30, 2023 and for quarterly reviews during such
year were $102,750. The fees billed by Grassi for the audit of our consolidated financial statements as of June 30, 2022 and for quarterly
reviews during such year were $102,750.
Audit-Related
Fees
Audit-related
fees consist of fees billed for professional services for assurance and related services that are reasonably related to the performance
of the audit or review of our consolidated financial statements and are not reported under “Audit Fees” above.
During
fiscal years 2023 and 2022, there were no fees paid to Grassi in connection with our compliance with Section 404 of the Sarbanes-Oxley
Act of 2002. No other fees were billed by Grassi for the last two fiscal years that were reasonably related to the performance of the
audit or review of our consolidated financial statements and not reported under “Audit Fees” above.
Tax
Fees
Tax
fees consist of fees billed for professional services rendered by Grassi for tax compliance, tax advice and tax planning.
The
fees billed by Grassi for professional services rendered for tax compliance, tax advice, or tax planning during the fiscal year ended
June 30, 2023 was $3,000. There were no fees billed by Grassi during the fiscal year ended June 30, 2022 for professional services rendered
for tax compliance, tax advice, or tax planning.
All
Other Fees
All
other fees consist of fees billed for products and services other than the services reported under “Audit Fees,” “Audit
Related Fees” and “Tax Fees.” There were no other non-audit-related fees billed to us by Grassi in fiscal years 2023
or 2022.
Pre-Approval
Policies and Procedures
Engagement
of accounting services by us is not made pursuant to any pre-approval policies and procedures. Rather, we believe that our accounting
firm is independent because all of its engagements by us are approved by the Board prior to any such engagement.
The
Board will meet periodically to review and approve the scope of the services to be provided to us by our independent registered public
accounting firm, as well as to review and discuss any issues that may arise during an engagement. The Board is responsible for the prior
approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit services
for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards.
Before
the auditors are engaged to provide those services, our Chief Financial Officer will make a recommendation to the Board regarding each
of the services to be performed, including the fees to be charged for such services. At the request of the Board, the independent registered
public accounting firm and/or management shall periodically report to the Board regarding the extent of services being provided by the
independent registered public accounting firm, and the fees for the services performed to date.
All
services performed by and fees paid to Grassi for our fiscal years ended June 30, 2023 and 2022 were pre-approved by the Board.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. We will deliver promptly upon written or oral request a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a
written or oral request by sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which
we should direct the additional copy of the Information Statement, to KeyStar Corp., 1645 Pine Tree Ln, Suite 2, Sarasota, Florida 34236.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call us at, our principal
executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement
or other corporate mailings and would prefer we mail one copy of future mailings to stockholders at the shared address, notification
of such request may also be made by mail or telephone to our principal executive offices.
The
entire cost of furnishing this Information Statement will be borne by us. We may request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.
FORWARD-LOOKING
INFORMATION
This
Information Statement contains statements not purely historical and which may be considered forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding our expectations,
beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts or that necessarily
depend upon future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “project,” “predict,” “potential” and similar expressions. This Information
Statement contains, among others, forward-looking statements based upon current expectations that involve numerous risks and uncertainties,
including those described in our Annual Report and in our other public filings.
Investors
are cautioned that any such forward-looking statements are not guarantees of future performance, involve risks and uncertainties and
that actual results may differ materially from those possible results discussed in the forward-looking statements as a result of various
factors.
Do
not place undue reliance on such forward-looking statements as they speak only as of the date they are made. Except as required by law,
we assume no obligation to publicly update or revise any forward-looking statement even if experience or future changes make it clear
that any projected results expressed or implied therein will not be realized.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer or director or any associate of such person has any substantial interest in the matters acted upon by our Board and stockholders,
other than his role as a stockholder, officer or director.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and
other information, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as
any amendments to those reports, with the SEC. These reports and other information filed by the Company are available free of charge
through the SEC’s website at www.sec.gov. They are also available through our website at https://newsroom.loop.tv/.
Information available on or accessible through our website is not incorporated by reference into this Information Statement.
NO
APPRAISAL OR DISSENTERS’ RIGHTS
Stockholders
are not entitled to dissenter’s rights of appraisal with respect to the Corporate Actions under the Nevada Revised Statutes, our
Articles of Incorporation, or our Bylaws.
CONCLUSION
As
a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the above Corporate
Actions. Your consent to the above Corporate Actions is not required and is not being solicited in connection with these Corporate Actions.
This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Exchange
Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE
MATERIAL CONTAINED HEREIN IS FOR INFORMATIONAL PURPOSES ONLY.
| |
By
Order of the Board of Directors, |
| |
|
| |
/s/
Bruce A. Cassidy |
| |
Bruce
A. Cassidy |
| |
Chairman
and Chief Executive Officer |
EXHIBIT
A
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
KEYSTAR
CORP,
a
Nevada corporation
Pursuant
to the provisions of Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes (as amended from time to time, the “NRS”),
the undersigned officer of KEYSTAR CORP, a corporation organized and existing under the laws of the State of Nevada, does hereby
certify as follows:
1. The
name of the corporation is KeyStar Corp (the “Corporation”). The Corporation’s Nevada Business Identification
Number is NV20201760899.
2. The
Corporation’s Articles of Incorporation was originally filed in the office of the Secretary of State of the State of Nevada on
April 16, 2020 (“Original Articles”), and was subsequently amended by that certain Certificate of Amendment filed
in the office of the Secretary of State of the State of Nevada on October 27, 2020 (“Certificate of Amendment”). The
Corporation additionally filed two (2) Certificates of Designation on December 28, 2021, and June 10, 2022 (together, the “Certificates
of Designation”). These Amended and Restated Articles of Incorporation (“Amended and Restated Articles”
or the “Articles”), which restate and amend, in all respects, the provisions of the Original Articles and the Certificate
of Amendment, were duly approved by the stockholders of the Corporation in accordance with the provisions of Section 78.390 of the NRS.
These Amended and Restated Articles shall become effective on September 20, 2024 (the “Effective Date”).
3. Certain
capitalized terms used in this Amended and Restated Articles are defined where appropriate herein.
4. The
text of the Original Articles and the Certificate of Amendment are hereby restated and amended in their entirety to read as follows:
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
VIP
PLAY, INC.
ARTICLE
I
NAME
The
name of the corporation is VIP Play, Inc. (hereinafter, the “Corporation”).
ARTICLE
II
REGISTERED
OFFICE AND AGENT
The
address of the Corporation’s registered office in the State of Nevada is 701 S. Carson Street, Suite 200, Carson City, Nevada 89701.
The registered agent of the Corporation is C T Corporation System, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701.
ARTICLE
III
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the NRS. The Corporation
is to have a perpetual existence.
ARTICLE
IV
CAPITAL
STOCK
(a) Authorized
Shares. The total number of shares of capital stock which the Corporation is authorized to issue is five hundred million (500,000,000)
shares, of which (i) four hundred seventy-five million (475,000,000) shares shall be a class designated as common stock, par value $0.001
per share (the “Common Stock”), and (ii) twenty-five million (25,000,000) shall be a class designated as preferred
stock, par value $0.001 per share (the “Preferred Stock”). The Preferred Stock may be issued in one or more of the
following series, which series shall have the powers, designations, preferences, and relative participating, optional and other special
rights, and the qualifications, limitations, and restrictions set forth below.
(b)
Common Stock.
(i) Dividend
Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided
by these Articles as amended from time to time or the NRS, the holders of Common Stock shall be entitled to receive dividends when, as
and if declared by the Board (as defined below) out of assets legally available therefor.
(ii) Voting
Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled
to one (1) vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
(iii) Liquidation
Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary
(each, a “Liquidation”), subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation’s
assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in Liquidation shall share equally
and ratably in the Corporation’s assets available for distribution after giving effect to any Liquidation preference of any shares
of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer
of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution
of assets to stockholders) shall not be deemed to be a Liquidation.
(iv) No
Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.
(v) Consideration
for Shares. The Common Stock authorized by these Articles shall be issued for such consideration as shall be fixed, from time to
time, by the Board.
(c)
Preferred Stock.
(i) Preferred
Stock Generally. Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing
letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions,
and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred
Stock shall hereinafter be prescribed by resolution of the Board pursuant to this Section 3 of this Article IV of these
Articles, except for the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred
Stock, which are set forth herein or in a certificate of designation concerning the specific series of Preferred Stock.
(A) Designation.
The Board is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock
in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe
with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other
special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of
the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or
limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may
be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends
payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation,
dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert
or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities,
property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable
to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall
be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of
Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments
and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights
may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the
fact or event may operate on such series is stated in the Articles or resolution. As used in this section “fact or event”
includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a government. The Board is further authorized to increase or
decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the
issuance of shares of that series. Unless the Board provides to the contrary in the resolution which fixes the characteristics of a series
of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of
the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether
the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred
Stock or the Common Stock.
(B) Certificate.
Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of
the resolution or resolutions of the Board, and establishing the voting powers, designations, preferences, the relative, participating,
optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred
Stock of such series, and the number of shares of Preferred Stock of such series authorized by the Board to be issued shall be made and
signed by an officer of the Corporation and filed in the manner prescribed by the NRS.
(ii) Series
A Convertible Preferred Stock. The Corporation previously had a series of Preferred Stock known as “Series A Convertible Preferred
Stock,” comprising two million (2,000,000) shares (“Series A Stock”), pursuant to the Corporation’s Articles
of Incorporation dated April 16, 2020, and the Corporation’s Certificate of Amendment dated October 27, 2020. Prior to the Effective
Date of these Articles, all shares of Series A Stock have been redeemed and cancelled. From and after the Effective Date of these Articles,
none of the twenty-five million (25,000,000) shares of Preferred Stock are deemed or designated as Series A Stock.
(iii) Series
B Convertible Preferred Stock. The Corporation created a series of Preferred Stock known as “Series B Convertible Preferred
Stock,” comprising twelve thousand (12,000) shares (“Series B Stock”), pursuant to a Certificate of Designation
filed with the Secretary of State of Nevada on December 28, 2021 (the “Series B Certificate of Designation”). Each
share of Series B Stock issued and outstanding immediately prior to the Effective Date of these Articles shall remain validly issued,
fully paid and nonassessable upon the Effective Date of these Articles. The Series B Certificate of Designation shall remain valid and
in effect upon the Effective Date of these Articles.
(iv) Series
C Convertible Preferred Stock. The Corporation previously created a series of Preferred Stock known as “Series C Convertible
Preferred Stock,” comprising six million seven hundred thousand (6,700,000) shares (“Series C Stock”), pursuant
to a Certificate of Designation filed with the Secretary of State of Nevada on June 10, 2022 (the “Series C Certificate of Designation”).
The Corporation subsequently withdrew the Series C Certificate of Designation by filing a Certificate of Withdrawal of Certificate of
Designation with the Secretary of State of Nevada, effective [●], 2024.
(d) Non-Assessment
of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable
for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and these Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.
(e) Distribution
Restriction. To the fullest extent permitted by the NRS, the Corporation shall be expressly permitted, but not required, to redeem,
repurchase, or make distributions on the shares of its capital stock in all circumstances other than where doing so would cause the Corporation
to be unable to pay its debts as they become due in the usual course of business.
ARTICLE
V
DIRECTORS
(a) Powers.
The business and affairs of the Corporation shall be managed by, or under the direction of, a governing board, the Board of Directors
of the Corporation (the “Board”). The members of the Board are styled as directors. The Board shall be elected in
such manner as shall be provided in the Bylaws.
(b) Number
of Directors. The Board shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors
may be changed from time to time in such manner as shall be provide in the Bylaws.
(c) Initial
Directors. Omitted pursuant to NRS 78.403.
(d) Qualifications.
Each director of the Corporation shall not be an Unsuitable Person, as defined below. If a director is or becomes an Unsuitable Person,
the director shall immediately resign effective immediately; if such director refuses or fails to so resign, either or both the Board
or stockholders may remove the director from such office by Board or stockholder action, as the case may be, in such manner as shall
be provide in the Bylaws for Board or stockholder action. Any removal by the Board or the stockholders of a director that is or becomes
an Unsuitable Person will be deemed a removal for cause.
ARTICLE
VI
LIMITATION
OF LIABILITY
To
the fullest extent permitted by the NRS, as the same exists or as may hereafter be amended, a director or officer of the Corporation
shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
The
Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director
or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer
at the request of the Corporation or any predecessor to the Corporation.
Neither
any amendment nor repeal of this Article VI, nor the adoption of any provision of inconsistent with this Article VI, shall
eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or
arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
In
addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation
in its Bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action,
suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as
an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate
of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee,
agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership,
joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation
or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that
an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably
incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the Bylaws, no
director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding
(including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative
or investigative, that such director or officer incurred in his or her capacity as a stockholder.
Any
repeal or modification of this Article VI approved by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal
or modification. In the event of any conflict between this Article VI and any other provision of these Articles, the terms and
provisions of this Article VI shall control.
ARTICLE
VII
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
At
such time, if any, as the Corporation becomes a “resident domestic corporation,” as that term is defined in NRS 78.427, the
Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from
time to time, or any successor statute.
ARTICLE
VIII
BYLAWS
The
Board is expressly granted exclusive power to make, alter or repeal the bylaws of the Corporation (the “Bylaws”) pursuant
to NRS 78.120.
ARTICLE
IX
UNSUITABLE
PERSONS
(a)
Finding of Unsuitability.
(i) The
capital stock of the Corporation owned or controlled by an Unsuitable Person (as defined below) or an affiliate of an Unsuitable Person
(as applicable) shall be subject to mandatory sale and transfer on the terms and conditions set forth herein on the Transfer Date (as
defined below) to either the Corporation or one or more Third Party Transferees (as defined below) and in such number and class(es)/series
of capital stock as determined by the Board in good faith (following consultation with reputable outside gaming regulatory counsel) pursuant
to a resolution adopted by the affirmative vote of a majority of the disinterested members of the Board; provided that any such sale
or transfer shall occur subject to the following and shall not occur (and a Transfer Notice (as defined below) shall not be sent, and
the Transfer Date shall be extended accordingly) until the later to occur of: (i) delivery to such stockholder of a copy of a resolution
duly adopted by the affirmative vote of a majority of the disinterested members of the Board at a meeting thereof called and held for
the purpose (after providing reasonable notice to such stockholder and a reasonable opportunity for such stockholder, together with the
counsel of such stockholder, to be heard before the Board at such meeting and to provide documents and written arguments to the Board
a reasonable length of time in advance of such meeting), finding that the Board has determined in good faith (following consultation
with reputable outside gaming regulatory counsel) that (A) such stockholder is an Unsuitable Person, and (B) it is necessary for such
stockholder or an affiliate of such stockholder (as applicable) to sell and transfer such number and class(es)/series of capital stock
in order for the Corporation or any affiliated company to: (1) obtain, renew, maintain or prevent the loss, rejection, rescission, suspension,
revocation or non-renewal of a material Gaming License (as defined below); (2) comply in any material respect with a material Gaming
Law (as defined below); (3) ensure that any material Gaming License held or desired in good faith to be held by the Corporation or any
affiliated company, or the Corporation’s or any affiliated company’s application for, right to the use of, entitlement to,
or ability to obtain or retain, any material Gaming License held or desired in good faith to be held by the Corporation or any affiliated
company, is not precluded, delayed, impeded, impaired, threatened or jeopardized in any material respect; or (4) prevent the imposition
of any materially burdensome terms or conditions on any material Gaming License held or desired in good faith to be held by the Corporation
or any affiliated company, and specifying the reasoning for such determinations in reasonable detail, and (ii) conclusion of the arbitration
process described below (if applicable); provided, further, that in the event that such stockholder reasonably believes that any of the
above-described determinations by the Board were not made in good faith and such disagreement cannot be settled amicably by such stockholder
and the Corporation, such disagreement with respect to whether the Board’s determination(s) were made in good faith shall be finally,
exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association
(“AAA”) rules, by a single independent arbitrator (to be chosen by mutual agreement of the applicable stockholder
and the Corporation, and if the parties are unable to agree, to be chosen as provided in the AAA rules) in an arbitration process that
shall take place in Las Vegas, Nevada, with each party bearing its own legal fees and expenses, unless otherwise determined by the arbitrator.
For the avoidance of doubt, the only question before the arbitrator shall be whether such determinations were made by the Board in good
faith. For the further avoidance of doubt, at the initial meeting described above with respect to whether a stockholder is an Unsuitable
Person, the Board may defer making any such determination in order to conduct further investigation into the matter, but in connection
with any future meeting of the Board regarding the matter, such stockholder shall be provided with reasonable notice and a reasonable
opportunity for such stockholder, together with the counsel of such stockholder, to be heard before the Board at such meeting and to
provide documents and written arguments to the Board a reasonable length of time in advance of such meeting. Following (x) the Board
determining in good faith (following consultation with reputable outside gaming regulatory counsel) and in accordance with the foregoing
(including such determination being made pursuant to a resolution of the Board adopted by an affirmative vote of a majority of the disinterested
members of the Board), that such stockholder is an Unsuitable Person and it is necessary for such stockholder or an affiliate of such
stockholder (as applicable) to sell and transfer a certain number and class(es)/series of capital stock for any of the reasons set forth
above, and (y) if applicable, the arbitrator determining that such determinations were made in good faith by the Board, the Corporation
shall deliver a Transfer Notice to the Unsuitable Person or its affiliate(s) (as applicable) and shall purchase and/or cause one or more
Third Party Transferees to purchase such number and class(es)/series of capital stock determined in good faith by the Board in accordance
with the foregoing and specified in the Transfer Notice on the Transfer Date and for the Purchase Price (as defined below) set forth
in the Transfer Notice (which Purchase Price shall be determined in accordance with the definition of Purchase Price set forth below);
provided that an Unsuitable Person or its affiliate(s) (as applicable) shall be permitted, during the forty five (45)-day period commencing
on the date of the Transfer Notice (or before a Transfer Notice is formally delivered), to effect and close a disposition of the number
and class(es)/series of capital stock specified in the Transfer Notice (or a portion of them) to a transferee that the Board determines
in good faith (following consultation with reputable outside gaming regulatory counsel) is not an Unsuitable Person, on terms agreed
between the Unsuitable Person and such person, entity or trust (an “Alternate Private Transaction”), it being agreed
that in the event that the Board fails to make a determination in good faith that such transferee is not an Unsuitable Person within
fifteen (15) days from the date on which the Corporation was presented in writing with the identity of such transferee and materials
reasonably sufficient to make such determination, then the Unsuitable Person shall be entitled to consummate the Alternate Private Transaction
with such transferee. In the case of a sale and transfer to the Corporation, from and after the Transfer Date and subject only to the
right to receive the Purchase Price for such capital stock, such capital stock shall, be deemed no longer outstanding and such Unsuitable
Person or any affiliate of such Unsuitable Person shall cease to be a stockholder with respect to such capital stock, and all rights
of such Unsuitable Person or any affiliate of such Unsuitable Person therein, other than the right to receive the Purchase Price, shall
cease.
(ii) In
the case of an Alternate Private Transaction or a transfer to one or more Third Party Transferees otherwise determined by the Board above,
from and after the earlier to occur of: (i) the Transfer Date, in the case of a transfer to one or more such Third Party Transferees,
or (ii) consummation of an Alternate Private Transaction, subject only to the right to receive the Purchase Price for such Unsuitable
Person’s capital stock, all rights and entitlements of the Unsuitable Person or any such affiliates of an Unsuitable Person as
a stockholder of the Corporation shall be terminated, including, without limitation, any such Unsuitable Person shall from such date
no longer be entitled to: (i) receive any dividend, payment, distribution or interest with regard to the applicable capital stock which
has been declared following such date or of which the due payment date according to the applicable declaration is following such date,
other than the right to receive the Purchase Price, or (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee,
any voting or other right (including, without limitation, observer and information rights) conferred by the underlying capital stock.
(iii) The
closing of a sale and transfer contemplated by clauses (a) and (b) above in this Article IX, other than an Alternate Private Transaction
(the “Closing”) shall take place at the principal executive offices of the Corporation or via electronic exchange
of documents on the Transfer Date. At the Closing: (i) the Corporation or Third Party Transferee(s) (as applicable), shall deliver the
aggregate applicable Purchase Price for the capital stock being purchased by each of the foregoing by wire transfer of immediately available
funds to the account specified in writing by the Unsuitable Person or an affiliate of such Unsuitable Person (as applicable) in the case
of Third Party Transferees, by unsecured promissory note in the case of the Corporation, or combination of both in the case of the Corporation
in such proportion as the Corporation may determine in its sole and absolute discretion and (ii) the Unsuitable Person or affiliate of
such Unsuitable Person (as applicable) shall deliver to the Corporation or each such Third Party Transferee (if applicable), such stock
powers, assignment instruments and other agreement as are necessary or appropriate to fully convey all right, title and interest in and
to the capital stock being purchased by each of the foregoing, free and clear of all liens and other encumbrances (other than restrictions
on transfer under these Articles, the Bylaws, any applicable stockholders agreement(s), and applicable federal and state securities laws)
and to evidence the subordination of any promissory note if and only to the extent required by any debt obligations of the Corporation
(and to the minimum extent required pursuant to such subordination arrangement). Such stock powers, assignment instruments and other
agreements shall be in a form reasonably acceptable to the Corporation and shall include no representations and warranties other than
such representations and warranties as to title and ownership of the capital stock being sold, due authorization, execution and delivery
of relevant documents by the Unsuitable Person or any such affiliates of such Unsuitable Person (as applicable), and the enforceability
of relevant obligations of such party under the relevant documents). Under any promissory note, an amount equal to one-third of the principal
amount and the interest accrued thereon shall be due and payable no later than three (3) months following the Transfer Date, and the
remaining principal amount of any such promissory note together with any unpaid interest accrued thereon shall be due and payable no
later than one (1) year following the Transfer Date; provided that in the event that the Corporation does not have funds available to
make the first payment, the Corporation and the Unsuitable Party agree to negotiate an alternate payment structure (including, without
limitation, whether or not the promissory note or payment obligation should be secured by assets of the Corporation) in good faith (except
that in the event that the Corporation and the Unsuitable Person are unable to reach an amicable solution as to such alternate payment
structure, the original payment schedule and terms set out in first part of this sentence shall remain in force, and the applicable amounts
under the promissory note shall be due and payable in accordance with the payment schedule set out above). The unpaid principal of any
such promissory note shall bear interest at the rate of five percent (5%) per annum, and such promissory note shall contain such other
reasonable and customary terms and conditions as the Corporation reasonably determines necessary or advisable, provided that they do
not include any unduly burdensome or unreasonably adverse terms to the Unsuitable Person or affiliate of such Unsuitable Person (as applicable),
it being agreed that such terms may include, without limitation, prepayment at the maker’s option at any time without premium (other
than the interest agreed herein) or penalty and subordination if and only to the extent required by any debt obligations of the Corporation
(and to the minimum extent required pursuant to such subordination arrangement). The sale and transfer of the applicable capital stock
shall be effected at the Closing upon delivery of the Purchase Price described in this Article IX (1)(c) without regard to the
provision by the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) of the stock powers, assignment instruments
and other agreements described above (and subject to their terms described above) and the Corporation may in its sole and absolute discretion
execute and deliver such instruments or other documents described above necessary to effect such transfer under such terms (including,
without limitation, any stock powers, assignment instruments and other agreements) and deemed by the Corporation in its sole and absolute
discretion (acting in good faith) to be necessary or advisable in its name or in the name and on behalf of the Unsuitable Person or any
affiliate of such Unsuitable Person (as applicable) to effect the sale and transfer; provided, however, that the Unsuitable Person or
affiliate of such Unsuitable Person (as applicable) shall continue to have the obligation to the Corporation and the Third Party Transferees,
as applicable, to provide such stock powers, assignment instruments and other agreements.
(iv) To
the extent that a sale and transfer to one or more Third Party Transferees is determined to be invalid or unenforceable for any reason,
the Corporation shall be permitted to redeem or repurchase the capital stock owned or controlled by an Unsuitable Person or an affiliate
of an Unsuitable Person (as applicable) for the price and under the terms contemplated by this Article IX promptly following any
such determination.
(b) Indemnification.
Any Unsuitable Person and any affiliate of an Unsuitable Person that owns or controls capital stock shall indemnify and hold harmless
the Corporation and its affiliated companies for any and all losses, costs and expenses, including, without limitation, attorneys’
costs, fees and expenses reasonably incurred by the Corporation and its affiliated companies as a result of, or arising out of, such
Unsuitable Person’s or Affiliate’s continuing ownership or control of capital stock following the Transfer Date in breach
of this Article IX, the neglect, refusal or other failure to comply in any material respect with the provisions of this Article
IX, or failure to divest itself of any capital stock when and in the specific manner required by the Gaming Laws or this Article
IX and by acceptance of its capital stock any such Unsuitable Person or affiliate of an Unsuitable Person shall be deemed to have
agreed to so indemnify the Corporation.
(c) Non-Exclusivity
of Rights. The right of the Corporation to purchase or cause to be purchased its capital stock pursuant to this Article IX
shall not be exclusive of any other rights the Corporation may have or hereafter acquire under any agreement, provision of these Articles
or the Bylaws or otherwise. Notwithstanding the provisions of this Article IX, the Corporation, the Unsuitable Person and any
of its affiliates shall have the right to propose that the parties, immediately upon or following the delivery of the Transfer Notice,
enter into an agreement or other arrangement (including, without limitation, based on any agreement that may be reached between the applicable
Gaming Authority (as defined below) and an Unsuitable Person or its affiliates in this regard), including, without limitation, a divestiture
trust or divestiture plan, which will reduce or terminate an Unsuitable Person’s or its affiliate’s ownership or control
of all or a portion of its capital stock over time and, in the event such an agreement or arrangement is reached, the terms of such agreement
or arrangement as agreed by the Corporation, such Unsuitable Person and any affiliates of such Unsuitable Person (including, without
limitation, as to the purchase price at which the capital stock can be sold) shall apply and prevail over the terms of this Article
IX.
(d) Further
Actions. Nothing contained in this Article IX shall limit the authority of the Corporation to take such other action, to the
extent permitted by law, as it deems necessary or advisable (following consultation with reputable outside gaming regulatory counsel)
to protect the Corporation or its affiliated companies from the denial or threatened denial, loss or threatened loss or material delayed
issuance or threatened material delayed issuance of any material Gaming License of the Corporation or any of its affiliated companies,
provided that any forced disposal of capital stock shall be effected only in accordance with the terms of this Article IX. In
addition, the Corporation may, to the extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations,
and procedures of the Corporation to the extent they are not inconsistent with the express provisions of this Article IX for the
purpose of determining whether any person, entity or trust is an Unsuitable Person and for the orderly application, administration and
implementation of the provisions of this Article IX; provided that the provisions of any such bylaws, regulations and procedures
shall not be more adverse in any material respect to the stockholders than the provisions of this Article IX. Such procedures
and regulations shall be kept on file with the Secretary of the Corporation, the secretary of its affiliated companies and with the transfer
agent, if any, of the Corporation and any affiliated companies, and shall be made available for inspection and, upon reasonable request,
mailed to any record holder of capital stock. The Board shall have exclusive authority and power to administer this Article IX
and to exercise all rights and powers specifically granted to the Board or the Corporation, or as may be necessary or advisable in the
administration of this Article IX. Subject to the arbitration provisions set forth above, all such actions which are done or made
by the Board in compliance with the provisions of this Article IX and applicable law shall be final, conclusive and binding on
the Corporation and all other persons, entities and trust; provided, however, the Board may delegate all or any portion of its duties
and powers under this Article IX to a committee of the Board as it deems necessary or advisable.
(e) Legend.
The restrictions set forth in this Article IX shall be noted conspicuously on any certificate or registration evidencing capital
stock in accordance with applicable law in such manner as may be determined by the Corporation in its sole and absolute discretion.
(f) Compliance
with Gaming Laws. All persons, entities or trusts owning or controlling capital stock in the Corporation shall comply with all applicable
Gaming Laws which apply to them in their capacity as owners or controllers of the capital stock, including, without limitation, any provisions
of such Gaming Laws that require such stockholders to file applications for Gaming Licenses with, and provide information to, the applicable
Gaming Authorities in respect of Gaming Licenses held or desired to be held by the Corporation or any affiliated companies, subject to
any rights that such stockholders may have under such Gaming Laws to seek waivers or similar relief from the applicable Gaming Authorities
with respect to such requirements to file applications and provide information. Any transfer of capital stock may be subject to the prior
approval of the Gaming Authorities and/or the Corporation, and any purported transfer thereof in violation of such requirements shall
be void ab initio.
(g) Provisions
of the Bylaws in Conflict with Law or Regulation. The provisions of these Articles are severable, and if the Board shall determine,
with the advice of reputable outside gaming regulatory counsel, that any one or more of the provisions contained herein are in conflict
with any laws or regulations, including without limitation, any Gaming Laws, then such conflicting provisions shall be deemed never to
have constituted a part of these Articles, and the Board shall amend these Articles; provided, however, that this determination
shall not affect or impact any of the remaining provisions of these Articles or render invalid or improper any action taken or omitted
prior to such determination. If any provision of these Articles shall be held invalid or unenforceable, the invalidity or unenforceability
shall attach only to that provision and shall not in any manner affect or render invalid or unenforceable any other provision, and these
Articles shall be carried out as if the invalid or unenforceable provision was not present.
(h) For
purposes of this Article IX, certain capitalized terms shall have the meaning set forth below:
“Gaming
Activities” means the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices,
equipment and supplies in the operation of a casino, gambling simulcasting facility, card club or other similar enterprise, including,
without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile
gaming systems, inter-casino linked systems and related and associated equipment, supplies and systems.
“Gaming
Authorities” means all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal
and other regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and
agencies with authority over or responsibility for the regulation of Gaming Activities within any Gaming Jurisdiction.
“Gaming
Jurisdictions” means all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities
are or may be lawfully conducted, and in which or from which the Corporation or any of its affiliated companies conducts, or reasonably
expects to conduct, Gaming Activities which are subject to Gaming Laws.
“Gaming
Laws” means all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory, permit and licensing
authority over the conduct of Gaming Activities in which the Corporation or any of its affiliated companies engages, or the ownership
or control of an interest in any such entity that conducts Gaming Activities, in any Gaming Jurisdiction, all orders, decrees, rules
and regulations promulgated thereunder, all written and unwritten policies of the Gaming Authorities with respect to the foregoing and
all written and unwritten interpretations by the Gaming Authorities of such laws, statutes, ordinances, orders, decrees, rules, regulations
and policies.
“Gaming
Licenses” shall mean all licenses, permits, certifications, approvals, orders, authorizations, registrations, findings of suitability,
franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority necessary for or relating to the conduct
of Gaming Activities by the Corporation or any affiliated company or the ownership or control by any person of an interest in any of
the foregoing entities, to the extent that it conducts or reasonably expects in good faith to conduct Gaming Activities.
“Purchase
Price” means the fair value of the applicable capital stock based on the per share value of such capital stock as determined
by the Board in good faith (it being agreed that in the case shares of Common Stock or shares of Preferred Stock of the Corporation that
are listed on a national securities exchange, such fair value per share shall be the average of the Volume Weighted Average Share Price
of such shares for the twenty (20) consecutive trading days preceding the date on which the Transfer Notice in respect of such capital
stock is delivered by the Corporation to the Unsuitable Person or affiliate of such Unsuitable Person (as applicable), if such information
is available).
“Third
Party Transferees” means one or more third parties determined in accordance with the procedures set forth in Article IX(1)(a)
of these Articles to purchase some or all of the capital stock to be sold and transferred in accordance with a Transfer Notice and
the terms of these Articles.
“Transfer
Date” means the date specified in the Transfer Notice as the date on which the capital stock owned or controlled by an Unsuitable
Person or an affiliate of an Unsuitable Person (as applicable) are to be sold and transferred to the Corporation or one or more Third
Party Transferees in accordance with Article IX of these Articles, which date shall be no less forty-six (46) days and no later
than seventy-five (75) days after the date of the Transfer Notice.
“Transfer
Notice” means a notice of transfer delivered by the Corporation to an Unsuitable Person or an affiliate of an Unsuitable Person
(as applicable) if the Board deems it necessary or advisable, to cause such Unsuitable Person’s or affiliate’s (as applicable)
capital stock to be sold and transferred pursuant to Article IX of these Articles. Each Transfer Notice shall set forth (i) the
Transfer Date, (ii) the number and class/series of capital stock to be sold and transferred, (iii) the Purchase Price with respect to
each class/series of such capital stock which will be determined in accordance with the terms of Article IX of these Articles,
(iv) the place where any certificates for such capital stock shall be surrendered, and (v) any other reasonable requirements of surrender
of the capital stock imposed in good faith by the Corporation, including, without limitation, how certificates representing such capital
stock are to be endorsed, if at all.
“Unsuitable
Person” means a person, entity, or trust who (i) fails or refuses to file an application (or fails or refuses, as an alternative,
to otherwise formally request from the relevant Gaming Authority a waiver or similar relief from filing such application) within thirty
(30) days (or such shorter period imposed by any Gaming Authority, including any extensions of that period granted by the relevant Gaming
Authority, but in no event more than such original thirty (30) days) after having been requested in writing and in good faith to file
an application by the Corporation (based on consultation with reputable outside gaming regulatory counsel), or has withdrawn or requested
the withdrawal of a pending application (other than for technical reasons with the intent to promptly file an amended application following
such withdrawal), to be found suitable by any Gaming Authority or for any Gaming License, in each case, when such finding of suitability
or Gaming License is required by Gaming Laws or Gaming Authorities for the purpose of obtaining a material Gaming License for, or compliance
with material Gaming Laws by, the Corporation or any affiliated company, (ii) is denied or disqualified from eligibility for any material
Gaming License by any Gaming Authority, (iii) is determined by a Gaming Authority in any material Gaming Jurisdiction to be unsuitable
to own or control any capital stock, or be affiliated, associated or involved with a person engaged in Gaming Activities, (iv) is determined
by a Gaming Authority to have caused in whole or in part any material Gaming License of the Corporation or any affiliated company to
be lost, rejected, rescinded, suspended, revoked or not renewed by any Gaming Authority, or to have caused in whole or in part the Corporation
or any affiliated company to be threatened in writing by any Gaming Authority with the loss, rejection, rescission, suspension, revocation
or non-renewal of any material Gaming License (in each of (ii) through (iv) above, only if such denial, disqualification or determination
by a Gaming Authority is final and non-appealable), or (v) is reasonably likely to, in the sole and absolute discretion of the Board,
(A) preclude or materially delay, impede, impair, threaten or jeopardize (1) any material Gaming License held or desired in good faith
to be held by the Corporation or any affiliated company or (2) the Corporation’s or any affiliated company’s application
for, right to the use of, entitlement to, or ability to obtain or retain, any material Gaming License held or desired in good faith to
be held by the Corporation or any affiliated company, or (B) cause or otherwise be reasonably likely to result in the imposition of any
materially burdensome terms or conditions on any material Gaming License held or desired in good faith to be held by the Corporation
or any affiliated company.
ARTICLE
X
MISCELLANEOUS
(a) Headings.
The headings of the various sections and subsections of these Articles are for convenience of reference only and shall not affect the
interpretation of any of the provisions of these Articles.
(b) Interpretation.
Whenever possible, each provision of these Articles shall be interpreted in a manner as to be effective and valid under applicable law
and public policy. If any provision set forth herein is held to be invalid, unlawful, or incapable of being enforced by reason of any
rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating
or otherwise adversely affecting the remaining provisions these Articles. No provision herein set forth shall be deemed dependent upon
any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of these Articles
would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary
to render the provision in question effective and valid under applicable law.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be signed by the undersigned, a duly
authorized officer of the Corporation, on August 7, 2024.
| |
KeyStar
Corp., a Nevada corporation |
| |
|
|
| |
By:
|
/s/
Bruce Cassidy |
| |
|
Bruce
Cassidy, its Chief Executive Officer |
Keystar (PK) (USOTC:KEYR)
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Keystar (PK) (USOTC:KEYR)
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