EX1A-3 HLDRS RTS.1 7 royalty_ex31.htm FORM OF STOCK CERTIFICATE FOR CLASS A COMMON STOCK royalty_ex32.htm

EXHIBIT 3.1

 

FORM OF CLASS A COMMON STOCK CERTIFICATE

 

CERTIFICATE NUMBER

XXXXXX

 

SHARES

XXXXXX

CLASS A COMMON

 

CUSIP

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

ROYALTY FLOW INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

This certifies that XXXXXX

 

is the owner of XXXXXX

 

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF

 

Royalty Flow Inc.

 

transferable on the books of the Corporation by the holder thereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the certificate of incorporation and bylaws of the Corporation, as now or hereafter amended (copies of which are on file with the Corporation and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 

________________________

Chief Executive Officer

 

[Corporate seal]

Dated: DD-MM-YYYY

 

COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT

AND REGISTRAR,

 

 

 

________________________

 

By _________________

Secretary

 

 

 

 

AUTHORIZED SIGNATURE

 

 
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ROYALTY FLOW INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

 

TEN COM

 

– as tenants in common

 

UNIF GIFT MIN ACT -

 

___________ Custodian __________

(Cost)                                       (Minor)

 

under Uniform Gifts to Minors

Act of _______________

(State)

TEN ENT

 

– as tenants by the entireties

 

UNIF TRF MIN ACT

 

________ Custodian ___________

(Cost)                                   (Minor)

 

under Uniform Transfers to Minors

Act of _______________

(State)

JT TEN

 

– as joint tenants with right of survivorship and not as tenants in common

 

Additional abbreviations may also be used though not in the above list.

 

For value received, ________________________________ hereby sell(s), assign(s) and transfer(s) unto

 

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

_________________________

 

Shares of the Class A Common Stock represented by the within Certificate,

 

and do hereby irrevocably constitute and appoint

 

_______________________________________,

Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

 

Dated ______________________________20 _____

 

Signature _______________________

 

 

Signature

________________________

 

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed: Medallion

Guarantee Stamp

 

The SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15

 

 

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