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  • ANDI Amendment 5.26.16

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    janiceshell
    40 vues12 pages
    William White of ANDI raises the authorized preferred shares, and creates three new classes of preferred: D, E, and F

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    William White of ANDI raises the authorized preferred shares, and creates three new classes of preferred: D, E, and F

    Droits d'auteur :

    © All Rights Reserved
    Téléchargez comme PDF ou lisez en ligne sur Scribd
    Signaler comme contenu inapproprié
    40 vues12 pages

    ANDI Amendment 5.26.16

    Transféré par

    janiceshell
    William White of ANDI raises the authorized preferred shares, and creates three new classes of preferred: D, E, and F

    Droits d'auteur :

    © All Rights Reserved
    Téléchargez comme PDF ou lisez en ligne sur Scribd
    Signaler comme contenu inapproprié
    sur 12
    Ed Murray +. Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002-0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wvo.cov Ed Murray, WY Secretary of State FILED: 05/26/2016 01:47 PM Original 1D: 2015-000696841 Amendment iD: 2016-001907880 Profit Corporation Articles of Amendment 1. Corporation name: JANDIAMO CORPORATION 2, Article number(s) L*2 is amended as follows: PLEASE SEE THE ATTACHED BOD RESOLUTION, MAJORITY SHAREHOLDER CONSENT AND. INEW PREFERRED SERIES DESIGNATIONS 3. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment. [05/01/2016 (Date ~ mmiddiyyyy) 4, The amendment was adopted on P-Amendment ~ Revised October 2015, 5. Approval of the amendment: (Please check only one appropriate field to indicate the party approving the amendment) ‘Shares were not issued and the board of directors or incorporators have adopted the amendment. oR Shares were issued and the board of directors have adopted the amendment without shareholder approval, in compliance with W.S. 17-16-1005. oR v¥ Shares were issued and the board of directors have adopted the amendment with shareholder approval, in compliance with W.S. 17-16-1003. Signature: Date:|95/01/2016 (Maybe executed by Saipan of Board, President or another aft ocors) Coon dpa Print Name: WILCIAM WHITE Contact Person; (WILLIAM WHITE Title: [CHAIRMAN AND CEO Daytime Phone Number:|616-560-8436 Email: |pit@andiinc.us (Email provided will receive annual report reminders and fling evidence) *May list multiple email addresses Filing Fee: $50.00 Make check or money order payable to Wyoming Secretary of State. Please submit one originally signed document. ‘Typical processing time is 3-5 business days following the date of receipt in our office. Please review form prior to submitting to the Secretary of State to ensure all areas have been completed to avoid a delay in the processing time of your documents. -Amendment — Revised October 2015, ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ANDIAMO CORPORATION The undersigned, being the sole director of Andiamo Corporation, a Wyoming corporation (the “Corporation”), hereby consents to and adopts the following resolutions pursuant to the provisions of Wyoming Statutes. WHEREAS, the Board of Directors of the Corporation deems it advisable to approve the Articles of Amendment increasing the Authorized Preferred stock of the Corporation from 220,000,000 to 237,000,000,000 and attached here as Exhibit A. WHEREAS FURTHER, the Board of Directors of the Corporation deems it advisable to approve the Articles of Amendment adding Series D, Series E and Series F Preferred stock and their corresponding designations and attached here as Exhibit B. NOW, THEREFORE, BE IT RESOLVED, that the Corporation approves and authorizes the Articles of Amendment increasing the Authorized Preferred stock of the Corporation from 220,000,000 to 237,000,000,000 and attached here as Exhibit A. WHEREAS FURTHER, the Board of Directors of the Corporation approves and authorizes the Articles of Amendment adding Series D, Series E and Series F Preferred stock and their corresponding designations and attached here as Exhibit B. RESOLVED FURTHER, that the officers of the Corporation, acting for and on behalf of the Corporation, are hereby authorized to execute any and all documents and perform any and all acts that they, in their discretion, deem necessary or appropriate to affect the aforesaid Resolution. IN WITNESS WHEREOF, the undersigned directors of Andiamo Corporation do hereby execute this Consent to Action to be effective as of May 1, 2016. EXHIBIT A Articles of Amendment to Increase Preferred A/S from 220MM to 237MM dated May 1, 2016 Exhibit B Articles of Amendment for new Preferred Series and Designations dated May 1, 2016 WRITTEN CONSENT OF A MAJORITY OF THE VOTING STOCK OF SHAREHOLDER OF ANDIAMO CORPORATION IN LIEU OF MEETING OF THE SHAREHOLDERS The undersigned shareholder, representing the a majority of the voting capital stock of the issued and outstanding shares of Andiamo Corporation a Wyoming corporation (the “Company” the “Corporation”) listed below, and entitled to vote thereon (the “Sharcholder”) hereby consent to take the following actions and adopt the following resolutions effective as of the date indicated below: APPROVAL OF INCREASE OF THE AUTHORIZED COMMON SHARES OF THE CORPORATION WHEREAS, the Shareholders have been advised by the Board of Directors (the “Board") of the Corporation that it believes that it is in the best interest of the Corporation to increase the authorized Preferred shares of the Corporation from 220,000,000 to 237,000,000; and WHEREAS, the Shareholders have been advised by the Board of Directors (the “Board") of the Corporation that it believes that it is in the best interest of the Corporation add Series D, Series E and Series F Preferred stock with their corresponding designations; and WHEREAS, the Shareholders believe it is in the best interest of the Corporation to authorize and approve the Amended Articles of Incorporation. NOW, THEREFORE, BE IT RESOLVED, THAT this change of authorized Preferred shares, add three new series of preferred stock and their corresponding designations, and these Amended Articles are hereby authorized and approved. GENERAL RESOLUTION FINALLY, BE IT RESOLVED FURTHER, THAT the Board of Directors and Officers of the Corporation are hereby authorized and instructed to take whatever steps necessary to effectuate the above described resolutions. IN WITNESS WHEREOF, the undersigned Shareholders representing a supermajority of the votes eligible to vote of all the issued and outstanding shares of the Corporation on this date have set forth their hands as of this Ist day of May, 2016. By: Name: Willi Number of Shares of Preferred and Common Voting Stock held: 283,495,400 votes equating to 65.46% of the total votes. Rights and Privileges for ‘Series D Convertible Preferred Shares of Andiamo Corporation (1) Designation and Rank. The Series D Convertible Preferred Stock consists of 2,000,000 shares, par valued at $:00001 per ‘share with a price of $7.00 per share. The Series D Convertible Prefered shall be senior tothe common stock. (2) Issuance. Shares of Series D Convertible Preferred Stock may only be issued atthe direction of a majrty vote of the board of Directors, who shall also approve or determine the number of shares issued pursuant to: ) direction from the current holders) of Saves D Convertible Prefered Stock ori) suancs fected by vite ofa ao oer assignment of the Series D Comvetbe Preferred (3) Conversion into Common Stock, (2) Right to Convert. If atleast one (1) share of Series D Convertible Preferred Stock is issued and outstanding, then each ‘issued shares of Series D Convertible Preferred Stock at any given time afer the holder has held the stock fora minimum ‘of one (1) calendar year, regardless oftheir number, shal be convertible into the shares of Common Stock ofthe Corporaon (6) Conversion Ratio. For each share of Series D Convertible Prefered, the holder will receive upon Conversion, ten (10) shares of Common Stock (the “Conversion Rat’) of the Corporation (©) Mechanics of Conversion. Before any holder shall be enifled fo convert, the holder shall surrender the certificate or Certificates representing Series D Convertible Prefrred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, a the offce ofthe Corporation or its transfer agent, and shall give writen notice tothe Corporation ‘at such office that the holder elects fo convert the seme. The Corporation shall as soon as practicable after delivery of such Ceriicates, or such agreement and indemnification inthe case of alot, stolen or destroyed certfcale, issue and deliver to ‘uch holder of Series D Convertible Preferred a certificate or corticaes forthe numberof shares of Common Stock o which such holder is entited as aforesaid (6) Adjustments fo Conversion Ratio. - Merger or Reorganization. in case of any consolation or merger ofthe Corporation 2 aresul of which hades of Common Stock become ented o receive other stock or secures or property, orin case of| ‘any conveyance of al or substantially alo the assets ofthe Corporation to anther corporation, the Corporation shall mail to each holder of Series D Converble Prefered atleast hity (30) days prior othe consummation of such event a noice thereof, and each such holder shall have the option to either () convert such holder's shares of Series D Convertible Prefered into shares of Common Stock pursuant fo this Section and thereafter receive the numberof shares of stock or ‘other secures or property to which ahold ofthe numberof shares of Common Stock ofthe Corporation deliverable upon conversion of such Series D Convertbe Prefered would have been ented upon such consoldation, merger or conveyance, oF () exercise such holder's rights. The Conversion Ratio shal not be affected by aslock dividend or subdivision (stock spi) on the Common Stock ofthe Corporaton, ora stock combination (reverse stock spi) or stock consoldation by reseresication ofthe Common Stock. (€)No impairment, The Corporation wit not, by amendment ofits Articles of Incorporation, this Certificate of Designation or through any reorganization, transfer of assets, consolidation, merger, dissolution, isue or sale of secures or any other voluntary action, avoid or seek to avoid the observance or perfomance of any ofthe tems to be observed or performed hereunder bythe Corporation, but wil a al mes in good faith assist in the carrying out of al the provisions of tis Secon ‘and inthe taking of al such action as may be necessary or appropriate in order to protect the Conversion Righls of the holders of the Series D Convertble Preferred againstimpatrment. (Common Stack Reserved. The Corporation shall reserve and keep available out fits authorized but unissued Common ‘Stock a number of shares of Common Stock, that in their best estimate, as shall from time fo time be sufficient to effect conversion of the Series D Convertible Preferred, and the Corporation shall increase its authorized Common Stock within 400 days ofthe date in which its reserves become insufficient for conversion (4) Liquidation Preference, (2) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidaton’), the assets of the Corporation avaiable for distribution fits stockholders shal be dstibuted as follows. (1) The holders ofthe Series D Convertible Preferred shall be ented to receive, prior tothe holders of Common Stock ‘and prior and in preference to any distribution of the assets or surplus funds of the Corporation tothe holders of any ‘other shares of stock of the corporation by reason oftheir ownership of such stock, an amount equal fo $1.00 per share. with respect to each share of Series D Convertible Preferred. (2) If upon occurence of a Liquidation the assets and funds thus distibuted among the holders of the Series D Convertible Prefered shal be insufcient fo permit the payment to such holders of the ful preferential amount, then the entre assets and funds of the Corporation legal avaliable for cstrbution shal be cistbuted among the holders of the Series D Convertible Prefered ratably in proportion tothe full amounts fo which they would otherwise be respectively ented, (3) After payment ofthe full amounts to the holders of Series D Convertible Preferred as set forth above in paragraph (1), any remaining assets of the Corporation shall be distributed pro rata tothe holders ofthe Preferred Stock and ‘Common Stock (in the case ofthe Preferred Stock, on an ‘as converted” bass ito Common Stock) (b) For purposes ofthis Section 3, and unless a majority ofthe holders ofthe Series D Convertible Prefered affimatvely ‘vole or agree by written consent to the contrary, a Liquidation shal be deemed to include () the aoquistion of the Corporation by another ently by means of any transacton oF series of related transactions (including, without fmitaon, any ‘organization, merger or consolidation) and (i) a sale of al or substantaly al of the assels ofthe Corporation, uness the Corporations stockholders of record as constituted immediatly prior to such acquisition or sale wil, immediatly after such -2cqustion or sale (by virtue of secures issued as consideration fo the Corporation's aoquisiton of sale or otherwise) hold atleast ity percent (50%) of the votng power ofthe surviving or acquiring entity. (c) any ofthe asses of the Corporation are to be dstrbuted other than in cash under this Secton 3, then the board of

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