Attached files
file | filename |
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8-K - ALTEROLA BIOTECH INC. | v191728_8k.htm |
EX-16.1 - ALTEROLA BIOTECH INC. | v191728_ex16-1.htm |
EX-10.1 - ALTEROLA BIOTECH INC. | v191728_ex10-1.htm |
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
ALTEROLA
BIOTECH INC.
ARTICLE
I
NAME
The name
of the corporation shall be Alterola Biotech Inc. (hereinafter, the
“Corporation”).
ARTICLE
II
REGISTERED
OFFICE
The
office of the Corporation shall be 228 Hamilton Avenue, 3rd Floor, Palo Alto,
California 94301. The initial registered agent of the Corporation
shall be Nevada Agency and Trust at 50 West Liberty Street, Suite 880, Reno,
NV 89501. The Corporation may, from time to time, in the
manner provided by law, change the resident agent and the registered office
within the State of Nevada. The Corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.
ARTICLE
III
CAPITAL
STOCK
Section 1. Authorized
Shares. The aggregate number of shares which the
Corporation shall have authority to issue is one hundred fifty million
(150,000,000) shares, consisting of two classes to be designated, respectively,
"Common Stock" and "Preferred Stock," with all of such shares having a par value
of $.001 per share. The total number of shares of Common Stock that the
Corporation shall have authority to issue is one hundred forty million
(140,000,000) shares. The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is ten million (10,000,000) shares.
The Preferred Stock may be issued in one or more series, each series to be
appropriately designated by a distinguishing letter or title, prior to the
issuance of any shares thereof. The voting powers, designations, preferences,
limitations, restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions thereof, of the
Preferred Stock shall hereinafter be prescribed by resolution of the board of
directors pursuant to Section 3 of this Article III.
Section 2. Common
Stock.
(a) Dividend
Rate. Subject to the rights of holders of any
Preferred Stock having preference as to dividends and except as otherwise
provided by these Articles of Incorporation, as amended from time to time
(hereinafter, the "Articles") or the Nevada
Revised Statues (hereinafter, the “NRS”), the holders of Common
Stock shall be entitled to receive dividends when, as and if declared by the
board of directors out of assets legally available therefor.
(b) Voting
Rights. Except as otherwise provided by the NRS,
the holders of the issued and outstanding shares of Common Stock shall be
entitled to one vote for each share of Common Stock. No holder of shares of
Common Stock shall have the right to cumulate votes.
(c) Liquidation
Rights. In the event of liquidation, dissolution,
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, subject to the prior rights of holders of Preferred Stock to share
ratably in the Corporation's assets, the Common Stock and any shares of
Preferred Stock which are not entitled to any preference in liquidation shall
share equally and ratably in the Corporation's assets available for distribution
after giving effect to any liquidation preference of any shares of Preferred
Stock. A merger, conversion, exchange or consolidation of the Corporation with
or into any other person or sale or transfer of all or any part of the assets of
the Corporation (which shall not in fact result in the liquidation of the
Corporation and the distribution of assets to stockholders) shall not be deemed
to be a voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation.
(d) No
Conversion, Redemption, or Preemptive Rights. The
holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.
(e) Consideration
for Shares. The Common Stock authorized by this
Article shall be issued for such consideration as shall be fixed, from time to
time, by the board of directors.
Section 3. Preferred
Stock.
(a) Designation. The
board of directors is hereby vested with the authority from time to time to
provide by resolution for the issuance of shares of Preferred Stock in one or
more series not exceeding the aggregate number of shares of Preferred Stock
authorized by these Articles, and to prescribe with respect to each such series
the voting powers, if any, designations, preferences, and relative,
participating, optional, or other special rights, and the qualifications,
limitations, or restrictions relating thereto, including, without limiting the
generality of the foregoing: the voting rights relating to the shares of
Preferred Stock of any series (which voting rights, if any, may be full or
limited, may vary over time, and may be applicable generally or only upon any
stated fact or event); the rate of dividends (which may be cumulative or
noncumulative), the condition or time for payment of dividends and the
preference or relation of such dividends to dividends payable on any other class
or series of capital stock; the rights of holders of Preferred Stock of any
series in the event of liquidation, dissolution, or winding up of the affairs of
the Corporation; the rights, if any, of holders of Preferred Stock of any series
to convert or exchange such shares of Preferred Stock of such series for shares
of any other class or series of capital stock or for any other securities,
property, or assets of the Corporation or any subsidiary (including the
determination of the price or prices or the rate or rates applicable to such
rights to convert or exchange and the adjustment thereof, the time or times
during which the right to convert or exchange shall be applicable, and the time
or times during which a particular price or rate shall be applicable); whether
the shares of any series of Preferred Stock shall be subject to redemption by
the Corporation and if subject to redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption. The powers,
designations, preferences, limitations, restrictions and relative rights may be
made dependent upon any fact or event which may be ascertained outside the
Articles or the resolution if the manner in which the fact or event may operate
on such series is stated in the Articles or resolution. As used in this section
"fact or event" includes, without limitation, the existence of a fact or
occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a
government. The board of directors is further authorized to increase or decrease
(but not below the number of such shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of that
series. Unless the board of directors provides to the contrary in the resolution
which fixes the characteristics of a series of Preferred Stock, neither the
consent by series, or otherwise, of the holders of any outstanding Preferred
Stock nor the consent of the holders of any outstanding Common Stock shall be
required for the issuance of any new series of Preferred Stock regardless of
whether the rights and preferences of the new series of Preferred Stock are
senior or superior, in any way, to the outstanding series of Preferred Stock or
the Common Stock.
(b) Certificate. Before
the Corporation shall issue any shares of Preferred Stock of any series, a
certificate of designation setting forth a copy of the resolution or resolutions
of the board of directors, and establishing the voting powers, designations,
preferences, the relative, participating, optional, or other rights, if any, and
the qualifications, limitations, and restrictions, if any, relating to the
shares of Preferred Stock of such series, and the number of shares of Preferred
Stock of such series authorized by the board of directors to be issued shall be
made and signed by an officer of the corporation and filed in the manner
prescribed by the NRS.
Section 4. Non-Assessment
of Stock. The capital stock of the Corporation,
after the amount of the subscription price has been fully paid, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed, and the Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the
debts or liabilities of the Corporation.
ARTICLE
IV
DIRECTORS
AND OFFICERS
Section 1. Number of
Directors. The members of the governing board of
the Corporation are styled as directors. The board of directors of the
Corporation shall be elected in such manner as shall be provided in the bylaws
of the Corporation. The board of directors shall consist of at least one
(1) individual and not more than thirteen (13) individuals. The number
of directors may be changed from time to time in such manner as shall be
provided in the bylaws of the Corporation.
Section 2. Initial
Directors. The name and post office box or street
address of the director(s) constituting the initial board of directors
is:
Name
|
Address
|
Trevor
Warrener
|
100-111
5th Avenue, SW, Suite 304,
Calgary,
Alberta, Canada T2Z3K2
|
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Section 3. Limitation
of Liability. The liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS. If the NRS is amended to further eliminate or limit or
authorize corporate action to further eliminate or limit the liability of
directors or officers, the liability of directors and officers of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the NRS, as so amended from time to time.
Section 4. Payment of
Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
officers and directors incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, involving alleged acts or omissions
of such officer or director in his or her capacity as an officer or director of
the Corporation or member, manager, or managing member of a predecessor limited
liability company or affiliate of such limited liability company or while
serving in any capacity at the request of the Corporation as a director,
officer, employee, agent, member, manager, managing member, partner, or
fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, or other enterprise, shall be paid by the
Corporation or through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. To the extent that an officer or director is successful on the
merits in defense of any such action, suit or proceeding, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify him or her
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense. Notwithstanding anything to the
contrary contained herein or in the bylaws, no director or officer may be
indemnified for expenses incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder.
Section 5. Repeal And
Conflicts. Any repeal or modification of Sections
3 or 4 above approved by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the liability
of a director or officer of the Corporation existing as of the time of such
repeal or modification. In the event of any conflict between Sections 3 or 4
above and any other Article of the Articles, the terms and provisions of
Sections 3 or 4 above shall control.
ARTICLE
V
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
At such
time, if any, as the Corporation becomes a “resident domestic corporation”, as
that term is defined in NRS 78.427, the Corporation shall not be subject to, or
governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be
amended from time to time, or any successor statute.
ARTICLE
VI
BYLAWS
The board
of directors is expressly granted the exclusive power to make, amend, alter, or
repeal the bylaws of the Corporation pursuant to NRS 78.120.
IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation to
be executed on July 26, 2010.
/s/ Soren
Nielsen
Soren
Nielsen
Chief
Executive Officer and Director
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