EX1A-2A CHARTER 3 f1a2018a2ex2-1_greenmo.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION

Exhibit 2.1

 

 

BARBARA K. CEGAVSKE    

Secretary of State      
202 North Carson Street      
Carson City, Nevada 89701-4201   Filed in the office of Document Number

(775) 684-5708

Website: www.nvsos.gov

  /s/ Barbara K. Cegavske 20180461086-76
  Barbara K. Cegavske Filing Date and Time
Certificate to Accompany   Secretary of State 10/23/2018 3:12 PM
Restated Articles or   State of Nevada Entity Number

Amended and Restated Articles

    E0527142014-2
(PURSUANT TO NRS)      

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation
(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles or Amended Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

 

1.  Name of Nevada entity as last recorded in this office:

GREENMO INC.

 

2. The articles are: (mark only one box) Restated              Amended and Restated

 

Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

 

3. Indicate what changes have been made by checking the appropriate box:*

 

  No amendments articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:
         
  The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
     
  The entity name has been amended.
     
  The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
     
  The purpose of the entity has been amended.
     
  The authorized shares have been amended.
     
  The directors, managers or general partners have been amended.
     
  IRS tax language has been added.
     
  Articles have been added.
     
  Articles have been deleted.
     
  Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

 

 

 

 

4. Effective date and time of filing: (optional) Date:     Time:    
  (must not be later than 90 days after the certificate is filed)

  

*This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles.

 

The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificates.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

Nevada Secretary of State Restated Articles

   

Revised: 1-5-15

 

 

 

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GREENMO INC.

 

Greenmo Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Nevada, does hereby certify as follows.

 

1. The name of the Corporation is Greenmo Inc.

 

2. The original Articles of Incorporation of the Corporation were filed in the Office of the Secretary of State on October 15, 2014.

 

3. These Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors of the Corporation pursuant to a unanimous written consent in lieu of a meeting, dated October 16, 2018, and by the holders of a majority of the Corporation’s issued and outstanding capital stock entitled to vote thereon pursuant to a written consent in lieu of a meeting, dated October 16, 2018, in accordance with the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes.

 

4. The provisions of the Articles of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated, integrated and further amended to read in its entirety as follows:

 

ARTICLE I
NAME

 

The name of the corporation is Greenmo Inc. (hereinafter, the “Corporation”).

 

ARTICLE II
PURPOSE

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.

 

ARTICLE III

AUTHORIZATION TO ISSUE CAPITAL STOCK

 

The aggregate number of shares which the Corporation shall have the authority to issue is 400,000,000 shares of Common Stock having a par value of $0.0001 per share. All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. Full-paid Common Stock of the Corporation shall not be liable to any further call or assessment.

 

ARTICLE IV

GOVERNING BOARD

 

The members of the governing board of the Corporation shall be known as the board of directors. The number of directors comprising the board of directors shall be set forth in the bylaws of the Corporation.

 

 

 

 

ARTICLE V

INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

The Corporation is authorized to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statutes as such statutes may be amended from time to time.

 

ARTICLE VI

LIABILITY OF DIRECTORS AND OFFICERS

 

No director or officer shall be personally liable to the Corporation or any of its stockholders for damages for any breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article VI by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of officer of the Corporation for acts or omissions prior to such repeal or modification.

 

ARTICLE VII

ACQUISITION OF CONTROLLING INTEREST

 

The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article VII shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.

 

ARTICLE VIII

COMBINATIONS WITH INTERESTED STOCKHOLDERS

 

The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article VIII shall apply to or have any effect on any transaction with an interested stockholder occurring prior to such amendment or repeal.

 

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IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this 23rd day of October, 2018.

 

  GREENMO INC.
     
  By: /s/ Neal Holtz
  Name:  Neal Holtz
  Title: Chief Executive Officer

 

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