AMENDED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK
OF
AMERICAN BREWING COMPANY, INC.
The undersigned, Neil Fallon and Julie Anderson, do hereby certify that:
A. Neil Fallon is the duly elected and acting CEO and a director and Julie Anderson is the duly elected and acting Vice President and a director of American Brewing Company, Inc., a Washington corporation (the “Company”).
B. Pursuant to the Unanimous Written consent of the Board of Directors of the Company dated June 5, 2015, the Board of Directors duly adopted the following resolution:
WHEREAS, the Articles of Incorporation of the Company authorize a class of stock designated as Preferred Stock, with a par value of $.001 per share (the “Preferred Class”), comprising One Million (1,000,000) shares and provides that the Board of Directors of the Company may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption price or prices, and liquidation preferences, if any of the Preferred Class;
WHEREAS, on March 25, 2015, the Company authorized 229,807 of the 1,000,000 Preferred Class to be designated as Series B Preferred Stock;
WHEREAS, on June 5, 2015, the Company, pursuant to a board of directors resolution, agreed to increase the number of authorized Series B Preferred Shares from 229,807 shares to 300,000 shares;
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the Series B Preferred Stock as follows:
1. | Definitions. For purposes of this of Designation, the following definitions shall apply: | ||
a. | “Board” shall mean the Board of Directors of the Company. | ||
b. | “Company” shall mean “American Brewing Company, Inc.”. | ||
c. | “Common Stock” shall mean the Common Stock, $.001 par value per share, of the Company. |
d. | “Distribution” shall mean the transfer of cash or property by the Company to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Company’s stock. | ||
e. | “Original Issue Date” shall mean the date on which the Company issues the first share of Series B Preferred Stock. | ||
f. | “Series B Preferred Stock” shall mean the Series B Preferred Stock, $.001 par value per share. | ||
g. | “Subsidiary” shall mean any corporation or Limited Liability Company of which at least fifty percent (50%) of the outstanding voting stock or membership interest, as the case may be, is at any time owned directly or indirectly by the Company or by one or more of such subsidiary corporations. |
Section 1.Designation and Amount. The shares of such series shall have $0.001 par value per share and shall be designated as Series B Preferred Stock (the “Series B Preferred Stock”) and the number of shares constituting the Series B Preferred Stock shall be Three Hundred Thousand (300,000).
Section 2.Rank.Except for the voting rights specifically granted herein, the Series B Preferred Stock shall rank: (i) equal to and on parity with all of the Company’s Common Stock, ii) secondary to the Series A Preferred Stock; in each case as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (all such distributions being referred to collectively as “Distributions”).
Section 3.Dividends.The Series B Preferred Stock shall not be eligible for dividends.
Section 4.Liquidation Preference.There shall be no liquidation preference, and any distribution to the holders of Series B Preferred Shares upon liquidation shall be equal to and on parity with the holders of Common Shares.
Section 5.Conversion.The record Holders of this Series B Preferred Stock shall have conversion rights as follows: Each share of the Series B Preferred Stock shall be convertible into eight (8) shares of Common Stock, at the option of the Holders of the Series B Preferred Stock. However, the Series B Preferred Shares may not be converted in an amount that would result in the beneficial ownership of greater than 9.99% of the outstanding common shares of the Company.
Section 6.Redemption by Company.None. The company has no redemption rights.
Section 7.Voting Rights.The record holders of the Series B Preferred Shares shall have no voting rights.
Section 8.Miscellaneous. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of any Preferred Stock certificate(s) and in the case of loss, theft or destruction, of indemnity (without any bond or other security) reasonably satisfactory to the Company, or in the case of mutilation, upon surrender and cancellation of the Preferred Stock certificate(s), the Company shall execute and deliver new Preferred Stock certificate(s) of like tenor and date.
The remedies provided in this Amended Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Amended Certificate of Designation. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders of Series B Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees, in the event of any such breach or threatened breach, that the Holders of Series B Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required
IN WITNESS WHEREOF, the undersigned, being the sole directors of American Brewing Company, Inc. hereby declare under penalty of perjury that the foregoing is a true and correct copy of the Amended Certificate of Designation of the Rights and Preferences of the Series B Preferred Stock of American Brewing Company, Inc. executed by the undersigned on behalf of the Company this 5th day of June, 2015.
American Brewing Company, Inc. | ||
By: | ||
Neil Fallon, Director and CEO | ||
By: | ||
Julie Anderson, Director and Vice President |