EX-3 5 bnow-ex3_12.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF BOON INDUSTRIES, INC.
 

 

Exhibit 3.1.2

 

EXHIBIT “C”

 

CERTIFICATE OF DESIGNATION
of
 
SERIES (A) PREFERRED STOCK
($.0001 Par Value)
of
 
LEAF OF FAITH BEVERAGE OPERATIONS, INC  

 

The designation, preferences, limitations and relative rights of the Series (A) Convertible Preferred Stock are as follows:  

 

SERIES (A) CONVERTIBLE PREFERRED STOCK:  

 

The designation of the number of shares constituting, and the rights, preferences, privileges and restrictions relating to the “Series (A) Preferred Stock are as follows:  

 

1)             Designation and Number of Shares. This series of Preferred Stock shall be designated as “Series (A) Preferred Stock” and the number of shares of such series shall be Twenty Million (20,000,000) shares, $0.0001 par value per share.  

 

2)             Stated Value. The stated value of the Series (A) Preferred Stock shall be $10.00 per   share.  

 

3)             Dividends and Preference on Liquidation. There are no dividends and in the event of any voluntary or involuntary liquidation dissolution or winding up of the corporation each share of Series (A) has a value of $10.00 per share.  

 

4)             Voting Rights. The holder of the shares of the Series (A) Preferred has no voting rights on corporate matters until they are converted into common shares, at which time, they will have the same voting rights as all common stock Shareholders.  

 

5)             Conversion of Series (A) Preferred Stock into Common Stock. Series (A) Preferred Shares. There are 20,000,000 Authorized Shares of Series (A) Preferred. The Series (A) Preferred Shares cannot be transferred, sold, assigned, hypothecated, or otherwise disposed of, without first obtaining the consent of the majority Series (A) Preferred Shareholders. Each Share of Series (A) Preferred stock has a value of $10.00 per share. Series (A) Preferred Shareholders may convert shares into Common Shares at the rate of the closing market price on the day of the conversion notice, equal to the dollar amount of the value of the Series (A) Share. At no time may the shareholder convert their shares into more than 4.99% of the issued and outstanding common shares of the Company. Series (A) Preferred has a par value of $0.0001.  

 

6)             Consolidation or Change Authorized or Corporate Action Reducing or Increasing Stock. The shares of Series (A) Preferred Stock shall not be effected by or subject to adjustment following any change to the amount of authorized shares of Common Stock or the amount of Common Stock issued and outstanding caused by any split or consolidation of the corporation’s Common Stock.

 

 

7)          Redemption. None  

 

No holder of shares of the Corporation of any class shall have any preemptive or preferential right in or preemptive or preferential right to subscribe to or for or acquire any new or additional shares, or any subsequent issue of shares, or any unissued or treasury shares of the Corporation, whether now or hereafter authorized, or any securities convertible into or carrying a right to subscribe to or for or acquire any such shares whether now or hereafter authorized. All shares are to be non-assessable

 

LEAF OF FAITH BEVERAGE OPERATIONS, INC.
an Oklahoma Corporation
   
  Date: January 6, 2020
   
BOARD OF DIRECTORS:  
   
(SIGNATURE)  
Mike Schatz  
President, CEO, Secretary, Treasurer and Director