Attached files
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| EX-10.2 - STOCK EXCHANGE AGREEMENT DATED AUGUST 21, 2018 - NaturalShrimp Inc | shmp_ex102.htm |
| 8-K - CURRENT REPORT - NaturalShrimp Inc | shmp_8k.htm |
Exhibit 3.1
NATURALSHRIMP INCORPORATED
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A PREFERRED STOCK
The
undersigned, Gerald Easterling, hereby certifies that:
1.
He is the Secretary
of NaturalShrimp Incorporated, a Nevada corporation (the
“Company”).
2.
The Company is
authorized to issue 200,000,000 shares of preferred
stock.
3.
The following
resolutions were duly adopted by the Board of Directors (the
“Board”):
WHEREAS, the Articles of Incorporation
of the Company, as amended, as originally filed with the Secretary
of State of the State of Nevada on July 3, 2008 (the
“Articles of
Incorporation”) provide for a class of its authorized
stock known as the Preferred Stock, issuable from time to time in
one or more series; and
WHEREAS, the Board is authorized to fix
the dividend rights, dividend rate, voting rights, conversion
rights, rights and terms of redemption and liquidation preferences
of any wholly unissued series of Preferred Stock and the number of
shares constituting any series and the designation thereof;
and
WHEREAS, it is the desire of the Board,
pursuant to its authority as aforesaid, to fix the rights,
preferences, restrictions and other matters relating to a series of
Preferred Stock, which shall consist of up to 5,000,000 shares of a
series of the Preferred Stock which the Company has the authority
to issue.
NOW, THEREFORE, BE IT RESOLVED, that the
Board does hereby provide for the issuance of a series of Preferred
Stock in exchange of common stock of the Company and does hereby
fix and determine the rights, preferences, restrictions, and other
matters relating to such series of Preferred Stock, to be known as
the “Series A Convertible Preferred Stock,” as set
forth in the Certificate of Designation in the form attached hereto
as Exhibit A (the
“Certificate of
Designation”); and it is further
RESOLVED, that the Company file the
Certificate of Designation with the Secretary of State of the State
of Nevada, pursuant to Section 78.1955 of the Nevada Revised
Statutes, setting forth the rights, qualifications, preferences,
limitations, and terms relating to the Series A Convertible
Preferred Stock; and it is further
RESOLVED, that the officers of the
Company, or any one or more of them, be and they hereby are,
authorized and empowered, for and on behalf of the Company, to: (i)
execute, deliver, and file the Certificate of Designation with the
Secretary of State of the State of Nevada, and any and all
applications, agreements, documents, instruments, and certificates
related thereto; (ii) incur such costs and expenses; and (iii) do
any and all acts and things that any one or more of the officers of
the Company deems, in the exercise of their sole discretion,
necessary, desirable, or appropriate in connection with these
resolutions, with the execution and delivery of the Certificate of
Designation and the applications, agreements, documents,
instruments, and certificates related thereto to constitute
conclusive proof of the appropriateness of the Certificate of
Designation and the applications, agreements, documents,
instruments, and certificates related thereto.
IN
WITNESS WHEREOF, the undersigned has executed and acknowledged this
Certificate this 15th day of August,
2018.
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By:
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/s/ Gerald Easterling
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Name:
Gerald Easterling
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Title:
Secretary
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Page 1 of 5
CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
NATURALSHRIMP INCORPORATED
(Pursuant to NRS 78.1955)
(Continued)
The
following is a statement of the powers, designations, preferences,
limitations, restrictions and relative rights of a series of
preferred stock of NaturalShrimp Incorporated., a Nevada
corporation (the “Company”), as authorized
on August 15, 2018, by the board of directors of the Company (the
“Board”), for the purposes
of establishing a series of the Company’s authorized
preferred stock, $.0001 par value per share (“Preferred Stock”),
designated as Series A Convertible Preferred Stock, and fixing the
relative rights and preferences thereof:
1. DESIGNATION
AND NUMBER. A series of Preferred Stock, designated as Series A
Convertible Preferred Stock (“Series A Preferred
Stock”), is hereby established. The number of
authorized shares of Series A Preferred Stock shall initially be
Five Million (5,000,000) shares.
2. DIVIDENDS.
Commencing on the date of the issuance of any share of Series A
Preferred Stock, (in each case, the “Issuance Date”), the
holders of the Series A Preferred Stock shall not be entitled to
receive dividends when, as, and if declared by the
Board.
3. LIQUIDATION
RIGHTS. Upon the dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, the holders of the then
outstanding shares of Series A Preferred Stock shall be entitled to
receive out of the assets of the Company the sum of $0.001 per
share (the “Liquidation Rate”) before
any payment or distribution shall be made on the Common Stock, or
any other class of capital stock of the Company ranking junior to
the Series A Preferred Stock.
(a) The
sale, conveyance, exchange or transfer (for class, shares of stock,
securities or other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution,
liquidation or winding up of the Company for purposes of this
Section 4, but the merger, consolidation, or other combination of
the Company into or with any other corporation, or the merger,
consolidation, or other combination of any other corporation into
or with the Company, shall not be deemed a dissolution, liquidation
or winding up, voluntary or involuntary, for purposes of this
Section 4. As use herein, the “merger, consolidation, or
other combination” shall include, without limitation, a
forward or reverse triangular merger, or stock exchange of the
Company and any of its subsidiaries with any other
corporation.
(b) After
the payment to the holders of shares of the Series A Preferred
Stock of the full preferential amounts fixed by this Section 4 for
shares of the Series A Preferred Stock, the holders of the Series A
Preferred Stock as such shall have no right or claim to any of the
remaining assets of the Company.
Page 2 of
5
(c) In
the event the assets of the Company available for distribution to
the holders of the Series A Preferred Stock upon dissolution,
liquidation or winding up of the Company shall be insufficient to
pay in full all amounts to which such holders are entitled pursuant
to this Section 4, no distribution shall be made on account of any
shares of a class or series of capital stock of the Company ranking
on a parity with the shares of the Series A Preferred Stock, if
any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the
shares of the Series A Preferred Stock, ratably, in proportion to
the full distributive amounts for which holders of all such parity
shares are respectively entitled upon such dissolution, liquidation
or winding up.
4. CONVERSION OF
SERIES A PREFERRED STOCK.
(a) Conversion Option. At any time
after the two year anniversary from the initial Issuance Date, the
holders shall have the right, only at the written consent of a
majority of the outstanding shares of Series A Preferred Stock, to
convert all (but not less than all) of the shares of Series A
Preferred Stock into shares of the Company’s common stock
(the “Common
Stock”) in an amount of shares of Common Stock equal
to 100% of the then outstanding shares of Common Stock outstanding
at the time of such conversion (the “Conversion
Date”).
(b) Mechanics of Conversion. If the
holders elect to convert the Series A Preferred Stock, they shall
deliver thirty (30) days’ written notice thereof via
facsimile and overnight courier (“Notice of Conversion”) to
the Company, which Notice of Conversion shall indicate (i) the
number of shares of Series A Preferred Stock that the holder is
electing to convert or is required to convert (which shall not be
less than all of the outstanding shares of Series A Preferred
Stock), (ii) the Conversion Date under Section 4(a) above, and
(iii) the manner and the place designated for the surrender of the
certificate or certificates representing the shares to be
converted.
5.
VOTE TO CHANGE THE
TERMS OF THE SERIES A PREFERRED STOCK. Without the prior written
consent of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series A Preferred Stock, the Company
shall not amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series A Preferred
Stock.
6.
LOST OR STOLEN
CERTIFICATES. Upon receipt by the Company of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock certificates representing shares of the Series A
Preferred Stock, and, in the case of loss, theft or destruction, of
any indemnification undertaking or bond, in the Company's
discretion, by the holder to the Company and, in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
Certificate(s), the Company shall execute and deliver new Series A
Preferred Stock Certificate(s) of like tenor and date; provided,
however, the Company shall not be obligated to re-issue Series A
Preferred Stock Certificates if the holder thereof
contemporaneously requests the Company to convert such shares of
the Series A Preferred Stock into the Common Stock.
7. VOTING.
On all matters submitted to a vote of the holders of the Common
Stock, including, without limitation, the election of
directors:
(a) The Series A
Preferred Stock shall have 60 to 1 voting rights such that each
share of Series A Preferred Stock shall vote as to 60 shares of
Common Stock.
(b) If no such record
date is established, the date to be used for the determination of
the stockholders entitled to vote on such matters shall be the date
on which notice of the meeting of stockholders at which the vote is
to be taken is marked, or the date any written consent of
stockholders is solicited if the vote is not to be taken at a
meeting.
Page 3 of
5
(c) Adjustment of Voting Rights for
Dilution and Other Events. The voting rights of the Series A
Preferred Stock shall be subject to adjustment from time to time as
follows:
(i) ADJUSTMENT
OF VOTING RIGHTS UPON SUBDIVISION OR COMBINATION OF THE COMMON
STOCK. If the Company at any time subdivides the Common Stock (by
any stock split, stock dividend, recapitalization or otherwise)
into a greater number of shares, the voting rights in effect
immediately prior to such subdivision will be proportionately
changed so that the voting rights are equal to the same voting
rights prior to such subdivision. If the Company at any time
combines the Common Stock (by combination, reverse stock split or
otherwise) into a smaller number of shares, the voting rights in
effect immediately prior to such combination will be
proportionately changed so that the voting rights are equal to the
same voting rights prior to such combination.
(ii) REORGANIZATION,
RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. Any
recapitalization, reorganization, reclassification, consolidation,
merger, or other similar transaction that is effected in such a way
that holders of the Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for the Common Stock is
referred to herein as an “Organic Change.” Prior to
the consummation of any Organic Change, the Company will make
appropriate provision, in form and substance satisfactory to the
holders of a majority of the outstanding shares of the Series A
Preferred Stock, to ensure that each of the holders shares of the
Series A Preferred Stock will thereafter have the right to acquire
and receive in lieu of or in addition to, as the case may be, the
shares of the Common Stock immediately theretofore acquirable and
receivable upon the conversion of such holder's Series A Preferred
Stock, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for the number of shares
of the Common Stock immediately theretofore acquirable and
receivable upon the conversion of such holder's shares of the
Series A Preferred Stock had such Organic Change not taken place.
The Company will not effect any such consolidation or merger,
unless prior to the consummation thereof the successor entity
resulting from such consolidation or merger, if other than the
Company, assumes, by written instrument, in form and substance
satisfactory to the holders of a majority of the outstanding shares
of the Series A Preferred Stock, the obligation to deliver to each
holder of shares of the Series A Preferred Stock such shares of
stock, securities or assets as, in accordance with the foregoing
provisions, that such holder may be entitled to
acquire.
8. TRANSFERABILITY.
(a) The Series A
Preferred Stock constitutes “restricted securities” as
such term is defined in Rule 144(a)(3) under the Act and may only
be disposed of in compliance with U.S. federal securities laws and
applicable state securities or “blue sky”
laws. Without limiting the generality of the foregoing,
the Series A Preferred Stock may not be offered for sale, sold,
transferred, assigned, pledged or otherwise distributed unless (i)
subsequently registered thereunder, (ii) the holder of the Series A
Preferred Stock shall have delivered to the Company an opinion of
counsel reasonably acceptable to the Company, in a form generally
acceptable to the Company, to the effect that such Series A
Preferred Stock to be offered for sale, sold, transferred,
assigned, pledged or otherwise distributed may be offered for sale,
sold, transferred, assigned, pledged or otherwise distributed
pursuant to an exemption from such registration, or (iii) the
holder provides the Company and its legal counsel with assurance
reasonably acceptable to the Company that such Series A Preferred
Stock can be offered for sale, sold, transferred, assigned, pledged
or otherwise distributed pursuant to Rule 144A promulgated under
the Act;
(b) So long as is
required by this Section 10, the certificates or other instruments
representing the Series A Preferred Stock shall bear any legends as
required by applicable state securities or “blue sky”
laws, in addition to the following restrictive legend (and that a
stop-transfer order shall be placed against transfer of such
certificates):
Page 4 of 5
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
(c) The Company shall
keep at its principal office, or at the offices of its transfer
agent, a register of the Series A Preferred Stock. Upon
the surrender of any certificate representing Series A Preferred
Stock at such place, the Company, at the request of the record
holder of such certificate, shall execute and deliver (at the
Company’s expense) a new certificate or certificates in
exchange therefor representing in the aggregate the number of
shares represented by the surrendered certificate. Each
such new certificate shall be registered in such name and shall
represent such number of shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in
form to the surrendered certificate.
9. NOTICES.
Any and all notices to the Company shall be addressed to the
Company’s President or Chief Executive Officer at the
Company’s principal place of business on file with the
Secretary of State of the State of Nevada. Any and all
notices or other communications or deliveries to be provided by the
Company to any holder of Series A Preferred Stock hereunder shall
be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service addressed to each
holder at the facsimile telephone number or address of such holder
appearing on the books of the Company, or if no such facsimile
telephone number or address appears, at the principal place of
business of the holder. Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the
earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone
number specified in this section prior to 5:30 p.m. Eastern Time,
(b) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone
number specified in this section later than 5:30 p.m. but prior to
11:59 p.m. Eastern time on such date, or (c) upon actual receipt by
the party to whom such notice is required to be
given.
Page 5 of 5