Attached files
Exhibit 3.3
Document Number
20110029054-94
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Filing Date and Time
01/13/2011 3:25 PM
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Entity Number
E0346492009-7
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Filed in the
office of
/s/ Ross Miller
Ross Miller
Secretary of State
of Nevada
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ROSS MILLER
Secretary of State
/State Seal/ 204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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/ Certificate of Designation /
/ (PURSUANT TO NRS 78.1955) /
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Certificate of Designation For
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Nevada Profit Corporations
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(Pursuant to NRS 78.1955)
1. Name of corporation:
EnzymeBioSystems
2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation this certificate establishes the following
regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class or series of stock.
Preferred Stock
1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series A Preferred Stock," and the number of shares
constituting such Series shall be 1,000,000. Such series is referred to
herein as the "Preferred Stock."
2. Stated Capital. The amount to be represented in stated capital at all
times for each share of Preferred Stock shall be $0.001.
Continued on Attachment.
3. Effective date of filing: (optional) ___________________________________
(must not be later than 90 days
after the certificate is filed)
4. Signature: (required)
X /s/ Anushavan Yeranosyan
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Signature of Officer
Filing Fee: $175.00
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.
Certificate of Designation
Series A Preferred Stock of EnzymeBioSystems
Page 2 of 3
3. Rank. All shares of Preferred Stock shall rank superior with all of
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the Corporation's Common Stock, par value $0.001 per share (the "Common
Stock"), now or hereafter issued, as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, including the payment of dividends.
4. Dividends. No dividend shall be declared or paid on the Preferred
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Stock.
5. No Liquidation Preference. In the event of any voluntary or
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involuntary liquidation, dissolution, or winding-up of the Corporation, the
Series A Preferred shares shall have a priority on liquidation superior to
that of the other Preferred Stock. The Series A Preferred shareholders will
be entitled to preferential amounts paid in to the Corporation and be paid in
full, for funds paid for the Series A Preferred Shares, if sufficient funds
exist . The holders of shares of other series of Preferred Stock shall be
entitled to participate with the Common Stock in all of the remaining assets
of the Corporation available for distribution to its stockholders, ratably
with the holders of Common Stock in proportion to the number of shares of
Common Stock held by them, assuming for each holder of Preferred Stock on the
record date for such distribution that each holder was the holder of record
of the number (including any fraction) of shares of Common Stock into which
the shares of Preferred Stock then held by such holder are then convertible.
A liquidation, dissolution, or winding-up of the Corporation, as such terms
are used in this Section 5, shall not be deemed to be occasioned by or to
include any merger of the Corporation with or into one or more corporations
or other entities, any acquisition or exchange of the outstanding shares of
one or more classes or series of the Corporation, or any sale, lease,
exchange, or other disposition of all or a part of the assets of the
Corporation.
6. Voting Rights. Except as otherwise required by law, each Series A
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Preferred Share shall have voting rights and shall carry a voting weight
equal to ten (10) Common Shares. Except as otherwise required by law or by
these Articles, the holders of shares of Common Stock and Preferred Stock
shall vote together.
7. No Redemption. The shares of Preferred Stock are not redeemable,
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unless approved by the Board of Directors and agreed upon by the Series A
Preferred Shareholders.
8. Conversion Provisions. Each Series A Preferred Share cannot be
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converted into Common Shares, unless it is approved by the Board of Directors
and agreed upon by the Series A Preferred Shareholders.
9. Outstanding Shares. For purposes of these Articles of Designation,
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all shares of Preferred Stock shall be deemed outstanding except (i) from the
date of surrender of certificates representing shares of Preferred Stock, all
shares of Preferred Stock converted into Common Stock; and (ii) from the date
of registration of transfer, all shares of Preferred Stock held of record by
the Corporation or any subsidiary of the Corporation.
Certificate of Designation
Series A Preferred Stock of EnzymeBioSystems
Page 3 of 3
10. The Securities Act of 1933
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(a) Securities Not Registered. The shares of Preferred Stock have
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not been registered under the Securities Act of 1933 or the laws of any
state of the United States and may not be transferred without such
registration or an exemption from registration.
(b) Restrictive Legends. Each share of Preferred Stock and
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certificate for Common Stock issued upon the conversion of any shares of
Preferred Stock, and each preferred stock certificate issued upon the
transfer of any such shares of Preferred Stock or Common Stock (except as
otherwise permitted by this Section 10), shall be stamped or otherwise
imprinted with a legend in substantially the following form:
"The securities represented hereby have not been registered
under the Securities Act of 1933. Such securities may not be
sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
11. Severability of Provisions. Whenever possible, each provision hereof
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shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change
as shall be necessary to render the provision in question effective and valid
under applicable law.
