Attached files
| file | filename |
|---|---|
| 8-K - China Polypeptide Group, Inc. | v165903_8k.htm |
| EX-10.5 - China Polypeptide Group, Inc. | v165903_ex10-5.htm |
| EX-21 - China Polypeptide Group, Inc. | v165903_ex21.htm |
| EX-2.1 - China Polypeptide Group, Inc. | v165903_ex2-1.htm |
| EX-10.3 - China Polypeptide Group, Inc. | v165903_ex10-3.htm |
| EX-10.4 - China Polypeptide Group, Inc. | v165903_ex10-4.htm |
| EX-10.1 - China Polypeptide Group, Inc. | v165903_ex10-1.htm |
| EX-10.2 - China Polypeptide Group, Inc. | v165903_ex10-2.htm |
| EX-10.7 - China Polypeptide Group, Inc. | v165903_ex10-7.htm |
| EX-10.8 - China Polypeptide Group, Inc. | v165903_ex10-8.htm |
| EX-10.6 - China Polypeptide Group, Inc. | v165903_ex10-6.htm |
EXHIBIT
3.2(a)
CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
HAMPTONS
EXTREME, INC.
It is
hereby certified that:
1. The name of the
corporation (hereinafter called the ("Corporation") is HAMPTONS EXTREME,
INC.
2. The certificate of
incorporation of the Corporation is hereby amended by striking out Article
Fourth thereof and by substituting in lieu of said Article the following new
Article Fourth:
FOURTH: The
total number of shares of all classes of stock which the Corporation shall have
authority to issue is One Hundred Twenty One Million (121,000,000) shares of
which One Million (1,000,000) shares shall be Preferred Stock, par value $.0001
per share, and One Hundred Twenty Million (120,000,000) shall be Common Stock,
par value $.0001 per share. The voting power, designations, preferences and
relative participating option or other special qualifications, limitations or
restrictions are set forth hereinafter:
1. Preferred
Stock
(a) The
Preferred Stock may be issued in one or more series, each of which shall be
distinctively designated, shall rank equally and shall be identical in all
respects except as otherwise provided in subsection 1(b) of this Section
FOURTH.
(b) Authority
is hereby vested in the Board of Directors to issue from time to time the
Preferred Stock of any series and to state in the resolution or resolutions
providing for the issuance of shares of any series the voting powers, if any,
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions of such series to
the full extent now or hereafter permitted by the law of the State of Delaware
in respect of the matters set forth in the following clauses (i) to (viii)
inclusive;
(i) the
number of shares to constitute such series, and the distinctive designations
thereof;
(ii) the
voting powers, full or limited, if any, of such series;
(iii) the
rate of dividends payable on shares of such series, the conditions on which and
the times when such dividends are payable, the preference to, or the relation
to, the payment of the dividends payable on any other class, classes or series
of stock, whether cumulative or non-cumulative and, if cumulative, the date from
which dividends on shares of such series shall be cumulative;
(iv) the
redemption price or prices, if any, and the terms and conditions on which shares
of such series shall be redeemable;
(v) the
requirement of any sinking fund or funds to be applied to the purchase or
redemption of shares of such series and, if so, the amount of such fund or funds
and the manner of application;
(vi) the
rights of shares of such series upon the liquidation, dissolution or winding up
of, or upon any distribution of the assets of, the Corporation;
(vii) the
rights, if any, of the holders of shares of such series to convert such shares
into, or to exchange such shares for, shares of any other class, classes or
series of stock and the price or prices or the rates of exchange and the
adjustments at which such shares shall be convertible or exchangeable, and any
other terms and conditions of such conversion or exchange;
(viii) any
other preferences and relative, participating, optional or other special rights
of shares of such series, and qualifications, limitations or restrictions
including, without limitation, any restriction on an increase in the number of
shares of any series theretofore authorized and any qualifications, limitations
or restrictions of rights or powers to which shares of any future series shall
be subject.
(c) The
number of authorized shares of Preferred Stock may be increased or decreased by
the affirmative vote of the holders of a majority of the votes of all classes of
voting securities of the Corporation without a class vote of the Preferred
Stock, or any series thereof, except as otherwise provided in the resolution or
resolutions fixing the voting rights of any series of the Preferred
Stock.
2. Common
Stock
(a) After
the requirements with respect to preferential dividends on the Preferred Stock
(fixed in accordance with the provisions of Paragraph 1 of this Section FOURTH),
if any, shall have been met and after the corporation shall have complied with
all the requirements, if any, with respect to the setting aside of same as
sinking funds or redemption or purchase accounts (fixed in accordance with the
provisions of Paragraph 1 of this Section FOURTH), and subject further to any
other conditions which may be fixed in accordance with the provisions of
Paragraph 1 of this Section FOURTH, then and not otherwise the holders of Common
Stock shall be entitled to receive such dividends as may be declared from time
to time by the Board of Directors.
(b) After
distribution in full of the preferential amount (fixed in accordance with the
Provisions of Paragraph 1 of this Section FOURTH), if any, to be distributed to
the holders of Preferred Stock in the event of the voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or winding-up of the
Corporation, the holders of Common Stock shall, subject to the rights, if any,
of the holders of Preferred Stock to participate therein (fixed in accordance
with the provisions of Paragraph 1 of this Section FOURTH) be entitled to
receive all the remaining assets of the Corporation, tangible and intangible, of
whatever kind available for distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.
(c) Except
as may otherwise be required by law or by the provisions of such resolution or
resolutions as may be adopted by the Board of Directors pursuant to Paragraph 1
of this Section FOURTH, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by him on all matters voted upon by
the stockholders.
3. OTHER PROVISIONS RELATED TO
SHARES OF STOCK:
(a) No
holder of any of the shares of any class or series of stock or of options,
warrants or other rights to purchase shares of any class or series of stock or
of other securities of the Corporation shall have any preemptive right to
purchase or subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason of any increase
of the authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or other securities convertible
into or exchangeable for stock of the Corporation of any class or series, or
carrying any right to purchase stock of any class or series, but such unissued
stock, additional authorized issue of shares of any class or series of stock or
securities convertible into or exchangeable for stock, or carrying any right to
purchase stock, may be issued and disposed of pursuant to resolution of the
Board of Directors to such persons, firms, corporations or associations, whether
such holders or others, and upon such terms as may be deemed advisable by the
Board of Directors in the exercise of its sole discretion.
(b) The
powers and rights of Common Stock shall be subordinated to the powers,
preferences and rights of the holders of Preferred Stock. The
relative powers, preferences and rights of each series of Preferred Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall, in each case, be as fixed from time to time by the Board of
Directors in the resolution or resolutions adopted pursuant to authority granted
in Paragraph I of this Section 4 and the consent, by Class or series, vote or
otherwise, of the holders of such of the series of are from time to time
outstanding Preferred Stock as for the issuance by the Board of shall not be
required Directors of any other series of rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution or
resolutions as to any series of Preferred Stock adopted pursuant to Paragraph 1
of this Section FOURTH that the (Space intentionally left
blank)
consent
of the holders of a majority (or such greater proportion as shall be therein
fixed) of the outstanding shares of such series voting thereon shall be required
for the issuance of any or all other series of Preferred Stock.
(c) subject
to the provisions of subparagraph (b) of this Paragraph 3 of this Section
FOURTH, shares of any series of Preferred Stock may be authorized or issued from
time to time as the Board of Directors in its sole discretion shall determine
and on such terms and for such consideration as shall be fixed by the Board of
Directors in its sole discretion.
(d) Shares
of Common stock may be issued from time to time as the Board of Directors in its
sole discretion shall determine and on such terms and for such consideration as
shall be fixed by the board of Directors in its sole discretion.
(e) The
authorized number of shares of Common Stock and of Preferred Stock Preferred
Stock may be increased or decreased from time to time by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock and
Preferred Stock of the corporation entitled to vote thereon.
3. The amendment of the
certificate of incorporation herein certified has been duly adopted and written
consent has been given in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
Signed on
November 5, 2009
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John
Delaney,
President
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