GZ6G Technologies Corp. - FORM S-1 - EX-4.4 - CERTIFICATE OF DESIGNATION OF SPECIAL 2018 SERIES B PREFERRED STOCK - May 17, 2021

Attached files

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EX-3.4 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION, AMENDED AND RESTATED ARTI - GZ6G Technologies Corp.ex34.htm
EX-23.1 - AUDITOR CONSENT - GZ6G Technologies Corp.ex231.htm
EX-10.7 - EQUITY PURCHASE AGREEMENT BETWEEN THE COMPANY AND WORLD AMBER CORP. DATED APRIL - GZ6G Technologies Corp.ex107.htm
EX-10.6 - FORM OF CONVERTIBLE PROMISSORY NOTE, LOAN TREATY - GZ6G Technologies Corp.ex106.htm
EX-10.5 - AMENDMENT TO LOAN TREATY AGREEMENT BETWEEN ESILKROAD NETWORK LIMITED AND THE COM - GZ6G Technologies Corp.ex105.htm
EX-10.4 - LOAN TREATY AGREEMENT BETWEEN THE COMPANY AND ESILKROAD NETWORK LIMITED - GZ6G Technologies Corp.ex104.htm
EX-10.3 - STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY, GREEN ZEBRA MEDIA CORP. AND WILLIA - GZ6G Technologies Corp.ex103.htm
EX-10.2 - MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND ELOC HOLDINGS CORP. - GZ6G Technologies Corp.ex102.htm
EX-10.1 - MANAGEMENT AGREEMENT BETWEEN GREEN ZEBRA MEDIA CORP. AND WILLIAM COLEMAN SMITH - GZ6G Technologies Corp.ex101.htm
EX-5.1 - OPINION OF SD MITCHELL & ASSOCIATES, PLC, RE: THE LEGALITY OF THE SHARES BEING R - GZ6G Technologies Corp.ex51.htm
EX-4.3 - CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK - GZ6G Technologies Corp.ex43.htm
EX-3 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION - GZ6G Technologies Corp.ex38.htm
EX-3.7 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION - GZ6G Technologies Corp.ex37.htm
EX-3.6 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION - GZ6G Technologies Corp.ex36.htm
EX-3.5 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION - GZ6G Technologies Corp.ex35.htm
S-1 - S-1 - GZ6G Technologies Corp.forms1.htm

CERTIFICATE OF DESIGNATION
of
SPECIAL 2018 SERIES B PREFERRED STOCK
of
NANOSENSORS, INC.
(Pursuant to NRS 78.1955)
NANOSENSORS, INC., a Nevada corporation (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors / Majority Shareholders. The Board of Directors / Majority Shareholders hereby fixes the relative rights, preferences, and limitations of the Corporation’s Special 2018 Series B Preferred Stock as follows:
Special 2018 Series B Preferred Stock
Section 1. Designation and Amount. The designation of this class of capital stock shall be “Special 2018 Series B Preferred”, par value $0.001 per share (the “2018 Series B Preferred Stock”). The number of authorized shares of 2018 Series B Preferred Stock is one (1) share.
Section 2. Voting Rights. Except as otherwise required by law, the holder of the share of 2018 Series B Preferred Stock shall have the following rights:
(a) Number of Votes; Voting with Common Stock. Except as provided by Nevada statutes or Section 2(b) below), the holder of the 2018 Series B Preferred Stock shall vote together with the holders of preferred stock (including on an as converted basis), par value $0.001, and common stock, par value $0.001 per share, of the Corporation (the “Common Stock”) as a single class. The 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis)) entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The 2018 Series B Preferred Stock shall not be divided into fractional shares.
(b) Adverse Effects. The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of the 2018 Series B Preferred Stock so as to affect adversely the 2018 Series B Preferred Stock or the holder thereof without the written consent or affirmative vote of the holder of the 2018 Series B Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.
Section 3. Dividends, Liquidation. The share of 2018 Series B Preferred Stock shall not be entitled to any dividends in respect thereof, and shall not participate in any proceeds available to the Corporation’s
shareholders upon the liquidation, dissolution or winding up of the Corporation.
Section 4. No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the 2018 Series B Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation,

but will at all times in good faith assist in the carrying out of all the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the 2018 Series B Preferred Stock against impairment.
Section 5. Replacement Certificate. In the event that the holder of the 2018 Series B Preferred Stock notifies the Corporation that the stock certificate evidencing the share of 2018 Series B Preferred Stock has been lost, stolen, destroyed or mutilated, the Corporation shall issue a replacement stock certificate evidencing the 2018 Series B Preferred Stock identical in tenor and date to the original stock certificate evidencing the 2018 Series B Preferred Stock, provided that the holder executes and delivers to the Corporation an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such 2018 Series B Preferred Stock certificate.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer thereunto duly authorized this 29th day of June, 2018.



NANOSENSORS, INC.


By:  /s/Coleman Smith
Name:  Coleman Smith
Title:  CEO