Camber Energy (CEIN) 8-K Entry into a Material Definitive Agreement

EXHIBIT 3.1

 

 

 

CAMBER ENERGY, INC.

CERTIFICATE OF AMENDMENT

TO THE

FIFTH AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES, POWERS, RIGHTS AND LIMITATIONS

OF

SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK

Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), Camber Energy, Inc., a company organized and existing under the State of Nevada (the “Corporation”),

DOES HEREBY CERTIFY that, (a) the Board of Directors of the Corporation (the “Board”), by unanimous written consent of all members of the Board on October 28, 2022, and (b) the stockholders of the Series C Redeemable Convertible Preferred Stock of the Corporation the “Series C Preferred Stock”), voting as a class, on October 28, 2022, each duly adopted this Amendment to the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock (the “Amendment”), by adoption of a resolution which reads as follows, and which shall amend the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock, previously filed by the Corporation with the Secretary of State of Nevada on November 8, 2021 (the “Certificate of Designations”), which resolution is and reads as follows:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of 10,000,000 shares. $0.001 par value per share (“Preferred Stock”), issuable from time to time in one or more series;

WHEREAS, the Board is authorized to fix the dividend rights, dividend rate, powers, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of Preferred Stock and the number of shares constituting any series and the designation thereof;

WHEREAS, it is the desire of the Board, pursuant to its authority as aforesaid, Section 78.315 of the NRS, Section 5.9 of the Corporation’s bylaws and as set forth in the Certificate of Designations, to designate the rights, preferences, restrictions and other matters relating to the Series C Preferred Stock, which will consist of up to 5,200 shares of the Preferred Stock which the Corporation has the authority to issue, and which shall amend the Certificate of Designations;

NOW, THEREFORE, BE IT RESOLVED, the Certificate of Designations shall be amended as follows:

RESOLVED, Section I.G.7.h, currently reading “the Measuring Metric is at least $1.50,” is hereby deleted;

and it is further

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RESOLVED, Section I.G.7.l is amended to read in its entirety as follows:

“’Measurement Metric’ means (i) solely for the period from October 28, 2022 to December 30, 2022, the higher of the amount provided in Section I.G.7.1(ii) and $0.20, and (ii) commencing at market close on December 30, 2022 and thereafter, the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock.”

and it is further

RESOLVED, that this Amendment is hereby approved, affirmed, confirmed and ratified; and it is further

RESOLVED, that each officer of the Corporation (each, an “Authorized Officer”) be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Corporation, any and all documents, and to perform any and all acts necessary to reflect the Board’s approval and ratification of the resolutions set forth above; and it is further

RESOLVED, that in addition to and without limiting the foregoing, each Authorized Officer and the Corporation’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such Authorized Officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation; and it is further

RESOLVED, that this Amendment may be executed in several counterparts, each of which is an original, and that it shall not be necessary in making proof of this Amendment or any counterpart hereof to produce or account for any of the other; and it is further

RESOLVED, that, except as amended above, the Certificate of Designations shall remain in full force and effect.

[Signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this “Amendment to the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock” to be duly executed and approved this 28th day of October, 2022.

CAMBER ENERGY, INC. 

/s/ James A. Doris 

James A. Doris

Chief Executive Officer

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