Attached files
| file | filename |
|---|---|
| EX-99.2 - SLIDE DECK PRESENTATION DATED JANUARY 9, 2017 - RumbleOn, Inc. | svtc_ex992.htm |
| EX-99.1 - PRESS RELEASE DATED JANUARY 9, 2017 - RumbleOn, Inc. | svtc_ex991.htm |
| EX-10.1 - 2017 RUMBLEON STOCK INCENTIVE PLAN - RumbleOn, Inc. | svtc_ex101.htm |
| EX-2.1 - ASSET PURCHASE AGREEMENT, DATED AS OF JANUARY 8, 2017 - RumbleOn, Inc. | svtc_ex21.htm |
| 8-K - CURRENT REPORT - RumbleOn, Inc. | svtc_8k.htm |
Exhibit 3.1
Form of Certificate of Amendment
1.
The Articles of
Incorporation of the corporation is hereby amended by deleting
Article I thereof and inserting in lieu of said Article the
following new Article I:
"Article I - NAME
The
exact name of this corporation is: RumbleON, Inc."
2.
The Articles of
Incorporation of the corporation is hereby amended by deleting
Article VI thereof and inserting in lieu of said Article the
following new Article VI:
"Article VI – CAPITAL
STOCK
Section
1. Authorized
Shares. The total number of shares which this corporation is
authorized to issue is 100,000,000 shares of Common Stock, of which
1,000,000 shares shall be Class A Common Stock, par value $0.001
per share, and 99,000,000 shares shall be Class B Common Stock, par
value $0.001 per share, and 10,000,000 shares of Preferred Stock,
par value $0.001 per share.
Section
2. Voting Rights of
Stockholders. Each holder of the Class A Common Stock shall
be entitled to ten votes for each share of Class A Common Stock
standing in his name on the books of the corporation. Each holder
of the Class B Common Stock shall be entitled to one vote for each
share of Class B Common Stock standing in his name on the books of
the corporation.
Section
3. Consideration for
Shares. The Common Stock shall be issued for such
consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors
as to the value of any property or services received in full or
partial payment for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and
shall be non-assessable. The Articles shall not be amended in this
particular.
Section
4. Stock Rights and
Options. The corporation shall have the power to create and
issue rights, warrants, or options entitling the holders thereof to
purchase from the corporation any shares of its capital stock of
any class or classes, upon such terms and conditions and at such
times and prices as the Board of Directors may provide, which terms
and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for
the issuance of such rights or options and the sufficiency thereof
shall be conclusive.
Section
5. Restrictive
Covenants. So long as any shares of the Class A Common Stock
are outstanding, the corporation shall not take any of the
following actions without first obtaining the affirmative written
consent of Class A Common Stock holding at least a majority of
outstanding shares of the Class A Common Stock:
(a)
authorize or issue additional shares of the Class A Common Stock;
or
(b)
amend, alter or repeal any provisions of the Articles of
Incorporation or the Bylaws of the corporation in a manner that
adversely affects the powers, preferences or rights of the Class A
Common Stock."