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) |
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: | |||
CleanSpark, Inc. I | ||||
EntityorNevada BusinessIdentificationNumber(NVID):NV19871035753 | ||||
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: | |||
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.* | |||
7.Withdrawal: | Designationbeing Withdrawn:Series B Preferred Stock Date of Designation:04/16/2019 No shares of the class or series of stock being withdrawn are outstanding.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:* The undersigned, constituting all of the members of the Board of DIrectors (the”Board”) of CleanSpark, Inc., a Nevada corporation (the “Corporation”)... | |||
8. Signature:(Required) | x /s/ Zach Bradford |
Date: |
03/10/2020 | |
Signature of Officer | ||||
*Attach additional page(s)ifnecessary
This form must be accompanied by appropriate fees.
Page 1of1
Revised:1/1/2019
APPROVAL OF WITHDRAWAL OF SERIES B PREFERRED STOCK
WHEREAS, the Board has determined that it is in the best interests of the Company to withdraw the Certificate of Designation, dated as of April 16, 2019, establishing the Company’s Series B Preferred Stock (the “Withdrawal”);
WHEREAS, the Withdrawal will be effectuated in accordance with Nevada Revised Statute (“NRS”) Section 78.1955, pursuant to which the Company will file a Certificate of Withdrawal (the “Certificate of Withdrawal”), a form of which is attached hereto asExhibit B and incorporated by reference herein, which states that no shares of the Series B Preferred Stock are outstanding and which contains the resolution of the Board authorizing the withdrawal of the Certificate of Designation establishing the Company’s Series B Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized and approved to effectuate the Withdrawal.
RESOLVED FURTHER, that the Certificate of Withdrawal is hereby authorized and approved in all respects.
RESOLVED FURTHER, that the Chief Executive Officer of the Company, or any other Authorized Officer, is, hereby authorized, directed and empowered to prepare, negotiate, revise and execute on behalf of the Company, the Certificate of Withdrawal, necessary or appropriate in connection therewith with any regulatory or governmental agency to effectuate the Withdrawal and may take such further actions as are necessary to implement the Withdrawal.
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