Attached files

file filename
EX-10 - Myriad Interactive Media, Inc.amyry6securitiespurchaseagre.htm
EX-31 - Myriad Interactive Media, Inc.ex311.htm
EX-31 - Myriad Interactive Media, Inc.ex312.htm
EX-32 - Myriad Interactive Media, Inc.ex321.htm
EX-10 - Myriad Interactive Media, Inc.f1011myry7securitiespurchase.htm
EX-10 - Myriad Interactive Media, Inc.f1012consultingagreementwith.htm
EX-10 - Myriad Interactive Media, Inc.f1013promissorynotejan222013.htm
EX-10 - Myriad Interactive Media, Inc.f1014promissorynotefeb262013.htm
EX-10 - Myriad Interactive Media, Inc.f103restrictedstockawardagre.htm
EX-10 - Myriad Interactive Media, Inc.f106myry7noteprepayment6opti.htm
EX-23 - Myriad Interactive Media, Inc.f231consent101413formyriad06.htm
EX-10 - Myriad Interactive Media, Inc.amyry6noteprepayment6option1.htm
10-K - Myriad Interactive Media, Inc.f10k_myriadinteractive63013v.htm

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:


FIRST: That at a meeting of the Board of Directors of Myriad Interactive Media, Inc.


RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "IV" so that, as amended, said Article shall be and read as follows:

A.

CLASSES OF STOCK.

The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock."  The total number of shares which the Corporation is authorized to issue is 200,000,000 shares.  190,000,000 shares shall be Common Stock, each having a par value of $0.001.  10,000,000 shares shall be Preferred Stock, each having a par value of $0.001.

B.

ISSUANCE OF PREFERRED STOCK

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


C.

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK.


1.

Dividend Rights. Subject to the prior or equal rights of holders of all classes of stock at the time outstanding having prior or equal rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.


2.

Redemption. The Common Stock is not redeemable upon demand of any holder thereof or upon demand of the Corporation.


3.

Voting Rights.  Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of



designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).


SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.


THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 23rd day of August, 2013.



By:

/s/ Derek Ivany

Title:

President

Name:

Derek Ivany