ECO Building Products, Inc. - FORM 8-K - EX-3.2 - ECO BUILDING PRODUCTS 8K, AMENDMENT 1 TO CERTIFICATE OF DESIGNATIONS - July 20, 2015

Attached files

file filename
8-K - ECO BUILDING PRODUCTS 8K, 07.15.15 - ECO Building Products, Inc.ecob8k071515.htm
EX-99.2 - ECO BUILDING PRODUCTS 8K, NOMINATING AND GOVERNANCE COMMITTEE CHARTER - ECO Building Products, Inc.ecobexh99_2.htm
EX-3.1 - ECO BUILDING PRODUCTS 8K, AMENDED AND RESTATED BYLAWS - ECO Building Products, Inc.ecobexh3_1.htm
EX-10.1 - ECO BUILDING PRODUCTS 8K, LEAK-OUT AGREEMENT - ECO Building Products, Inc.ecobexh10_2.htm
EX-99.3 - ECO BUILDING PRODUCTS 8K, COMPENSATION COMMITTEE CHARTER - ECO Building Products, Inc.ecobexh99_3.htm
EX-99.1 - ECO BUILDING PRODUCTS 8K, AUDIT COMMITTEE CHARTER - ECO Building Products, Inc.ecobexh99_1.htm
Exhibit 3.2
 
 
 
 
 
 
 
 
 
 
 
 
AMENDMENT NUMBER 1 TO
CERTIFICATE OF DESIGNATION
OF THE PREFERENCES, RIGHTS AND LIMITATIONS
OF THE
SERIES D 12% CONVERTIBLE PREFERRED STOCK
OF
ECO BUILDING PRODUCTS, INC.

The undersigned, the Chief Executive Officer of Eco Building Products, Inc., a Colorado corporation (the “Company”), in accordance with the provisions of the Colorado Business Corporation Act, does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Company and the Certificate of Designation of the Preferences, Rights and Limitations of the Series D 12% Convertible Preferred Stock as adopted on March 31, 2015 (the “Series D 12% Convertible Preferred Stock”) and as filed with the Secretary of State for the State of Colorado on April 1, 2015 (the “Original Series D Certificate”), the following resolution amending the Series D 12% Convertible Preferred Stock and the Original Series D Certificate was duly adopted at a meeting of the Board of Directors on July 2, 2015 as follows:

RESOLVED, that pursuant to a duly convened meeting of the Board of Directors on July 2, 2015, the Company hereby increases the number of shares of Series D 12% Convertible Preferred Stock designated in the Original Series D Certificate from 10,000 shares to 20,000 shares. Other than amending Section 2 of the Original Series D Certificate to designate 20,000 shares of Preferred Stock (as defined in the Original Series D Certificate), the Preferred Stock shall have the same designations, powers, preferences and other special rights, and qualifications, limitations and restrictions as provided in the Original Series D Certificate.

IN WITNESS WHEREOF, the undersigned has executed and subscribed this Amendment Number 1 to the Certificate of Designation of the Preferences, Rights and Limitations of the Series D 12% Convertible Preferred Stock of Eco Building Products, Inc. and does affirm the foregoing as true this 8th day of July, 2015.
 
 
  ECO BUILDING PRODUCTS, INC.  
       
 
By:
/s/ Tom Comery  
  Name: Tom Comery  
  Title: Chief Executive Officer  
 
 
 
 
 
 

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