Attached files
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| 8-K - CURRENT REPORT - Youngevity International, Inc. | ygyi8k_09282018.htm |
CERTIFICATE OF INCREASE
OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF
YOUNGEVITY INTERNATIONAL, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Youngevity
International, Inc., a corporation organized and existing under the
Delaware General Corporation Law (the “Corporation”)
DOES HEREBY CERTIFY:
That
pursuant to the authority expressly granted and vested in the Board
of Directors of the Corporation (the “Board”) by the
Certificate of Incorporation of the Corporation, the Board has
adopted the following resolutions increasing the number of
authorized shares of Series C Convertible Preferred Stock of the
Corporation:
RESOLVED, that pursuant to the
Certificate of Designation of Series C Convertible Preferred Stock
of the Corporation (the “Certificate of
Designation”), filed with the Secretary of State of
the State of Delaware on August 16, 2018, pursuant to
Section 151 of the Delaware General Corporation Law, the
Corporation was authorized to issue 315,790 shares of Series C
Convertible Preferred Stock, as a series of the Corporation’s
authorized Preferred Stock, par value $0.001 per share; and, be it
further
RESOLVED, that pursuant to the authority
expressly granted and vested in the Board in accordance with the
provisions of the Certificate of Incorporation of the Corporation
and the consent of the holders of a majority of the outstanding
shares of Series C Convertible Preferred Stock, as required by the
Certificate of Designation, the number of shares of the series of
Preferred Stock of the Corporation designated as Series C
Convertible Preferred Stock be, and hereby is, increased from
315,790 shares to 700,000 shares; and, be it further
RESOLVED, that each of the appropriate
officers of the Corporation be, and hereby are, authorized and
directed in the name and on behalf of the Corporation to execute
and file a Certificate (the “Certificate of
Increase”) with the Secretary of State of the State of
Delaware increasing the number of shares constituting the Series C
Convertible Preferred Stock from 315,790 shares to 700,000 shares
and to take any and all other actions deemed necessary or
appropriate to effectuate this resolution; and, be it
further
RESOLVED, that any officer of the
Corporation be, and each hereby is, authorized and directed in the
name and on behalf of the Corporation to prepare, file and deliver
any and all notices or other filings that may be required by
applicable law as determined by such officer(s), the Certificate of
Designation or the Certificate of Increase.
* * *
* *
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Increase to be duly executed on its behalf by its undersigned
President as of September 28, 2018.
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By:
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/s/ David
Briskie
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Name:
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David
Briskie
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Title:
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President
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