Attached files

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EX-32.1 - EXHIBIT 32.1 - MODIV INC.v472428_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - MODIV INC.v472428_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - MODIV INC.v472428_ex31-1.htm
EX-3.5 - EXHIBIT 3.5 - MODIV INC.v472428_ex3-5.htm
EX-3.4 - EXHIBIT 3.4 - MODIV INC.v472428_ex3-4.htm
EX-3.3 - EXHIBIT 3.3 - MODIV INC.v472428_ex3-3.htm
10-Q - 10-Q - MODIV INC.v472428_10q.htm

 

Exhibit 3.2

RICH UNCLES NNN REIT, INC.

 

ARTICLES OF AMENDMENT

 

Rich Uncles NNN REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in its entirety the first two sentences of Section 7.1 of Article 7 and inserting in lieu thereof two new sentences to read as follows:

 

The Corporation has authority to issue 450,000,000 shares of stock, consisting of 400,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), and 50,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $450,000.

 

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 250,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value was $250,000.

 

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 450,000,000 shares of stock, consisting of 400,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $450,000.

 

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

 

FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized to be made without any action by the stockholders of the Corporation by the Charter and Section 2-105(a)(13) of the MGCL.

 

The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 11th day of August, 2017.

 

ATTEST: RICH UNCLES NNN REIT, INC.

 

By: /s/ Jean Ho   By: /s/ Harold Hofer  
  Name: Jean Ho     Name: Harold Hofer  
  Title: Secretary     Title: Chief Executive Officer  

 

[Signature Page to Articles of Amendment (Increase of Authorized Common Stock)]