BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Certificate, Amendment or Withdrawal of Designation |
NRS 78.1955, 78.1955(6) |
x Certificate of Designation |
Certificate of Amendment to Designation - Before Issuance of Class or Series |
Certificate of Amendment to Designation -After Issuance of Class or Series |
Certificate of Withdrawal of Certificate of Designation |
TYPEOR PRINT·USE DARK INK ONLY·DO NOTHIGHLIGHT
1.Entity information: , | Name of entity: | |||
Rocky Mountain High Brands, Inc. I | ||||
EntityorNevada BusinessIdentificationNumber(NVID):C29076-2000 | ||||
2.Effective date andtime: | ForCertificateofDesignationorDate:Time:
Amendmentto DesignationOnly
(Optional):(mustnotbelaterthan90daysafter the certificateisfiled) | |||
3. Class or series of stock:(CertificateofDesignationonly) | The class orseriesof stock being designatedwithin thisfiling: Series G Preferred Stock | |||
4.Information foramendmentof class or series of stock: | Theoriginalclassorseries ofstockbeingamendedwithin this filing: | |||
5.Amendment of class or series of stock: | Certificate of Amendmentto Designation-BeforeIssuance ofClass or Series Asofthedate ofthiscertificateno sharesoftheclassor series ofstock have been issued. | |||
Certificate of AmendmenttoDesignation- AfterIssuanceof Class or Series Theamendment hasbeenapprovedbythe voteofstockholdersholdingsharesinthe corporationentitling themtoexercise a majorityofthevotingpower,orsuch greaterproportionof the voting poweras may berequiredbythe articles ofincorporationor the certificate ofdesignation. | ||||
6.Resolution:Certificate ofDesignation and AmendmenttoDesignationonly) | Byresolution of theboard of directors pursuanttoa provision in the articles ofincorporationthiscertificate establishesOR amends thefollowing regarding the votingpowers,designations,preferences,limitations,restrictions and relative rights of the following class or series of stock.* 10,000 shares of Series GPreferredStock, par value$0.001.SEEATTACHEDFORDETAILS | |||
7.Withdrawal: | DesignationbeingDate of Withdrawn:--Designation: No shares of the class or series of stock being withdrawn are outstanding. Theresolutionof the board of directors authorizing the withdrawal of the certificateof designation establishing the class orseriesof stock:* | |||
8. Signature:(Required) | x/s/ Michael Welch |
Date: |
12/20/2019 | |
Signature of Officer | ||||
*Attach additional page(s)ifnecessary
This form must be accompanied by appropriate fees.
Page 1of1
Revised:1/1/2019
______________________________________
CERTIFICATE OF DESIGNATION
OF
ROCKY MOUNTAIN HIGH BRANDS, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES G PREFERRED STOCK
On behalf of Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Company (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Company (the “Articles of Incorporation”), there hereby is created, out of the twenty million (20,000,000) shares of preferred stock, par value $0.001 per share, of the Company authorized by the Articles of Incorporation (“Preferred Stock”), a series of Series G Preferred Stock, consisting of ten thousand (10,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series G Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as “Series G Preferred Stock.” The number of shares constituting the Series G Preferred Stock shall be ten thousand (10,000) shares. Except as otherwise provided herein, the Series G Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rankpari passu to the common stock, par value $0.001 per share (the “Common Stock”).
2. Dividends. The holders of shares of Series G Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series G Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series G Preferred Stock shall be treated as if all shares of Series G Preferred Stock had been converted to Common Stock immediately prior to the distribution.
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(b) A sale of all or substantially all of the Company’s assets or an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company, shall not be deemed to be a Liquidation for purposes of this Designation.
4. Automatic Conversion of Series G Preferred Stock Upon Amendment to Articles of Incorporation. Following the issuance of any shares of Series G Preferred Stock, and on the first business day following the legal effectiveness of an amendment to the Company’s Articles of Incorporation increasing the authorized capital stock of the Company, all shares of Series G Preferred Stock shall be automatically converted to common stock of the Company at a rate of fifty (50) shares of common stock for each one (1) share of Series G Preferred Stock.
Reservation of Stock. The Company shall at all times when any shares of Series G Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series G Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series G Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
Issue Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series G Preferred Stock.
5. Voting. The holders of Series G Preferred Stock shall have the right to cast twenty thousand (20,000) votes for every one (1) share of Series G Preferred Stock on any and all proposals to amend the Company’s Articles of Incorporation to increase the authorized capital stock of the Company. The holders of Series G Preferred Stock shall have no other voting rights.
IN WITNESS WHEREOF the undersigned has signed this Designation this 20th day of December, 2019.
Rocky Mountain High Brands, Inc. | ||
By: | /s/ Michael Welch | |
Name: Michael Welch Title: CEO |
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