Attached files
| file | filename |
|---|---|
| 8-K - Luvu Brands, Inc. | v163418_8k.htm |
| EX-2.1 - Luvu Brands, Inc. | v163418_ex2-1.htm |
| EX-3.4 - Luvu Brands, Inc. | v163418_ex3-4.htm |
| EX-99.1 - Luvu Brands, Inc. | v163418_ex99-1.htm |
| EX-99.4 - Luvu Brands, Inc. | v163418_ex99-4.htm |
| EX-99.2 - Luvu Brands, Inc. | v163418_ex99-2.htm |
| EX-16.1 - Luvu Brands, Inc. | v163418_ex16-1.htm |
| EX-99.3 - Luvu Brands, Inc. | v163418_ex99-3.htm |
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
REMARK
ENTERPRISES INC.
REMARK
ENTERPRISES INC. (hereinafter the “Corporation”), a Nevada corporation organized
and existing under and by virtue of the State of Nevada, does hereby certify
that:
1. The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Nevada on October 31, 2007.
2. This
Amended and Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of the laws of the State of Nevada (“Nevada Law”)
by the Board of Directors and sole shareholder of the Corporation.
3. The
Certificate of Incorporation is hereby amended to effect, among other things,
the following amendments authorized by Nevada Law:
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a.
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To
increase the total number of authorized shares of capital stock of the
Corporation from Two Hundred (200) shares of common stock with no par
value per share; to Two Hundred and Sixty Million (260,000,000) which
shall consist of (i) Two Hundred and Fifty Million (250,000,000) shares of
common stock, par value $0.0001 per share, and (ii) Ten Million
(10,000,000) shares of blank check preferred stock, par value $0.0001 per
share; and
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b.
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To
add provisions with respect to indemnification, amendments and limitation
of liability of directors, officers and shareholders of the
Corporation.
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4. To
accomplish the foregoing, the text of the Certificate of Incorporation is hereby
amended and restated to read as herein set forth in full:
ARTICLE
I
NAME
The name
of the Corporation shall be: REMARK ENTERPRISES INC.
ARTICLE
II
PERIOD OF
DURATION
The
Corporation shall exist in perpetuity, from and after the date of filing
these Articles of Incorporation with the Secretary of State of the State of
Nevada unless dissolved according to law.
ARTICLE
III
PURPOSES
AND POWERS
1. Purposes. Except
as restricted by these Articles of Incorporation, the Corporation is
organized for the purpose of transacting all lawful business for which
corporations may be incorporated pursuant to the Nevada Business
Corporation Act.
2. General
Powers. Except as restricted by these Articles of Incorporation,
the Corporation shall have and may exercise all powers and rights which a
corporation may exercise legally pursuant to the Nevada Business
Corporation Act.
3. Issuance
of Shares. The board of directors of the Corporation may divide
and issue any class of stock of the Corporation in series pursuant to
a resolution properly filed with the Secretary of State of the State of
Nevada.
ARTICLE
IV
CAPITAL
STOCK
1. The
total number of shares of stock which the Corporation shall have authority to
issue is Two Hundred and Sixty Million (260,000,000) which shall consist of (i)
Two Hundred and Fifty Million (250,000,000) shares of common stock, par value
$0.0001 per share (the "Common Stock"), and (ii) Ten Million (10,000,000) shares
of blank check preferred stock, par value $0.0001 per share (the "Preferred
Stock").
The
Preferred Stock may be issued in one or more series, from time to time, with
each such series to have such designation, relative rights, preferences or
limitations, as shall be stated and expressed in the resolution or resolutions
providing for the issue of such series adopted by the Board of Directors of the
Corporation (the "Board"), subject to the limitations prescribed by law and in
accordance with the provisions hereof, the Board being hereby expressly vested
with authority to adopt any such resolution or resolutions. The authority of the
Board with respect to each series of Preferred Stock shall include, but not be
limited to, the determination or fixing of the following:
(i) The distinctive designation and
number of shares comprising such series, which number may (except where
otherwise provided by the Board increasing such series) be increased or
decreased (but not below the number of shares then outstanding) from time to
time by like action of the Board;
(ii) The dividend rate of such series,
the conditions and time upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes of Stock or series thereof, or any other series of the same class, and
whether such dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the
shares of such series shall be subject to redemption by the Corporation and the
times, prices and other terms and provisions upon which the shares of the series
may be redeemed;
(iv) Whether or not the shares of the
series shall be subject to the operation of a retirement or sinking fund to be
applied to the purchase or redemption of such shares and, if such retirement or
sinking fund be established, the annual amount thereof and the terms and
provisions relative to the operation thereof;
(v) Whether or not the shares of the
series shall be convertible into or exchangeable for shares of any other class
or classes, with or without par value, or of any other series of the same class,
and, if provision is made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or
exchange;
(vi) Whether or not the shares of the
series shall have voting rights, in addition to the voting rights provided by
law, and, if so, the terms of such voting rights;
(vii) The rights of the shares of the
series in the event of voluntary or involuntary liquidation, dissolution or upon
the distribution of assets of the Corporation; and
(viii) Any other powers, preferences
and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the shares of such
series, as the Board may deem advisable and as shall not be inconsistent with
the provisions of this Articles of Incorporation.
2. The
holders of shares of the Preferred Stock of each series shall be entitled to
receive, when and as declared by the Board, out of funds legally available for
the payment of dividends, dividends (if any) at the rates fixed by the Board for
such series before any cash dividends shall be declared and paid or set apart
for payment, on the Common Stock with respect to the same dividend
period.
3. The
holders of shares of the Preferred Stock of each series shall be entitled, upon
liquidation or dissolution or upon the distribution of the assets of the
Corporation, to such preferences as provided in the resolution or resolutions
creating such series of Preferred Stock, and no more, before any distribution of
the assets of the Corporation shall be made to the holders of shares of the
Common Stock. Whenever the holders of shares of the Preferred Stock shall have
been paid the full amounts to which they shall be entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in all remaining
assets of the Corporation.
ARTICLE
V
CUMULATIVE
VOTING
Each
outstanding share of Common Stock shall be entitled to one vote and each
fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote of
shareholders. A majority of the shares of Common Stock entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. Except as otherwise provided by these
Articles of Incorporation or the Nevada Business Corporation Act, if a
quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall
be the act of the shareholders. Cumulative voting shall not be
allowed in the election of directors of this Corporation.
Shares of
Preferred Stock shall only be entitled to such vote as is determined by the
Board of Directors prior to the issuance of such stock, except as required
by law, in which case each share of Preferred Stock shall be entitled to
one vote.
ARTICLE
VI
TRANSACTIONS
WITH INTERESTED DIRECTORS OR OFFICERS
No
contract or other transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any
corporation, firm or association in which one or more of its directors or
officers are directors or officers or are financially interested, shall be
either void or voidable solely because of such relationship or interest or
solely because such director or officer is present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are
counted for such purpose, if:
(i) The
fact of such relationship or interest is disclosed or known to the board of
directors or committee and noted in the minutes, and the board or committee
authorizes, approves, or ratifies the contract or transaction in good faith
by a vote or consent sufficient for the purpose without counting the votes
or consents of such interested directors; or
(ii) The
fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction in good faith by a majority vote or
written consent. The votes of the common or interested directors
or officers must be counted in any such vote of stockholders;
or
(iii) The
fact of such relationship or interest is not disclosed or known to the
director or officer at the time the transaction is brought before the board
of directors of the corporation for action; or
(iv) The
contract or transaction is fair and reasonable as to the Corporation at the
time it is authorized or approved.
Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction, and if the
votes of the common or interested directors are not counted at the meeting,
then a majority of the disinterested directors may authorize, approve or
ratify the contract or transaction.
ARTICLE
VII
INDEMNIFICATION
The
Corporation is authorized to provide indemnification of its directors,
officers, employees and agents; whether by bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, in excess of
the indemnification expressly permitted by Section 78.751 of the Nevada
Business Corporation Act for breach of duty to the Corporation and its
shareholders, subject only to the applicable limits upon such
indemnification as set forth in the Nevada Business Corporation
Act. Any repeal or modification of this Article VII or Article
XI shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal or
modification.”
ARTICLE
VIII
ADOPTION
AND AMENDMENT OF BYLAWS
The
initial Bylaws of the Corporation shall be adopted by its board
of directors. Subject to repeal or change by action of the
shareholders, the power to alter, amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the board of directors. The Bylaws may
contain any provisions for the regulation and management of the affairs of
the Corporation not inconsistent with law or these Articles of
Incorporation.
ARTICLE
IX
RESIDENT
AGENT
The name
of the Corporation's resident agent and the street address in Clark County,
Nevada for such resident agent where process may be served are Vcorp Services,
LLC, 1409 Bonita Avenue, Las Vegas, NV 89104.
The
resident agent may be changed in the manner permitted by law.
ARTICLE
X
BOARD OF
DIRECTORS
The
number of directors of the Corporation shall be fixed by the Bylaws of the
Corporation, and the number of directors of the Corporation may be changed
from time to time by consent of the Corporation's
directors. The initial board of directors of the Corporation
shall consist of one (1) director. The names and addresses of
the person who shall serve as director until the first annual meeting of
shareholders and/or until their successors are elected and shall qualify
are:
Lawrence
Rothberg
1 Linden
Pl., Suite 207
Great
Neck, NY. 11021
ARTICLE
XI
LIMITATION
OF LIABILITY OF
DIRECTORS
AND OFFICERS TO CORPORATION AND SHAREHOLDERS
No
director or officer shall be liable to the Corporation or any shareholder
for damages for breach of fiduciary duty as a director or officer, except
for any matter in respect of which such director or officer (a) shall be
liable under Section 78.300 of the Nevada Business Corporation Act or
any amendment thereto or successor provision thereto; or (b) shall have
acted or failed to act in a manner involving intentional misconduct, fraud
or a knowing violation of law. Neither the amendment nor repeal
of this Article, nor the adoption of any provision in the Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision. This
Article shall apply to the full extent now permitted by Nevada law or as
may be permitted in the future by changes or enactments in Nevada law,
including without limitation Section 78.300 and/or the Nevada Business
Corporation Act.
The date
of the adoption of the Amendments is November 6, 2008.
The
Amendments were duly adopted by a majority of the shareholders of record on
November 6, 2008 and the vote was 1 vote in favor out of 1 total issued and
outstanding.
IN WITNESS WHEREOF, REMARK
ENTERPRISES INC. has authorized this Amended and Restated Certificate of
Incorporation to be signed by Lawrence Rothberg, its sole Director and
President, as of this 6th day of November, 2008.
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Dated: November
6, 2008
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/s/
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Lawrence
Rothberg, President and
Director
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