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| | | | Filed in the Office of | | Business Number E32494422023-9 |
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| | Filing Number |
 | | | | 20243990658 |
| | FRANCISCO V. AGUILAR | | Secretary of State | | Filed On |
| | Secretary of State | | State Of Nevada | | 4/15/2024 8:55:00 AM |
| | 401 North Carson Street | | | | Number of Pages |
| | Carson City, Nevada 89701-4201 | | | | 1 |
| | (775) 684-5708 Website: www.nvsos.gov | | | | |
Certificate of Change Pursuant to NRS 78.209
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
INSTRUCTIONS:
1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).
2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change.
3. Indicate the number of authorized shares and par value, if any of each class or series after the change.
4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.
5. Indicate provisions, if any, regarding fractional shares that are affected by the change.
6. NRS required statement.
7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.
8. Must be signed by an Officer. Form will be returned if unsigned.
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| 1. Entity Information: | | Name of entity as on file with the Nevada Secretary of State: |
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| | Beneficient |
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| | Entity or Nevada Business Identification Number (NVID): | | E32494422023-9 |
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| 2. Current Authorized Shares: | | The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: |
| | Common shares authorized: 1,520,000,000, par value $0.001 per share (includes 1,500,000,000 shares of Class A common stock, par value $0 .001 per share and 20,000,000 shares of Class B common stock, par value $0.001 per share); Preferred shares authorized : 250,000,000, par value $0.001 per share |
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| 3. Authorized Shares After Change: | | The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: |
| | Common shares authorized : 19,000,000, par value $0.001 per share (includes 18,750,000 shares of Class A common stock, par value $0.001 per share and 250,000 shares of Class B common stock, par value $0.001 per share); Preferred shares authorized: 250,000,000, par value $0.001 per share |
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| 4. Issuance: | | The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: |
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| | One (1) share of common stock, par value $0.001, will be issued in exchange for eighty (80) shares of common stock, par value $0.001 |
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| 6. Provisions: | | The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: Any fractional shares resulting from the 80:1 reverse stock split will be rounded up to the nearest whole share. |
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| 6. Provisions: | | The required approval of the stockholders has been obtained. |
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| 7. Effective date and time: (Optional) | | | | Date: | | 04/18/2024 | | | | Time: | | 12:01 a.m. ET | | |
| | | | | | (must not be later than 90 days after the certificate is filed) | | |
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| 8. Signature: | |  | | David B. Rost | | | | General Counsel | | 04/15/2024 |
| (Required) | | Signature of Officer | | | | Title | | Date |
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| This form must be accompanied by appropriate fees. | | Page 1 of 1 |
| If necessary, additional pages may be attached to this form. | | Revised: 8/1/2023 |
