EX-3.13 4 gogreen_ex0313.htm CERTIFICATE TO AMENDMENT

Exhibit 3.13

 

 

Filed in the Office of Secretary of State State Of Nevada Business Number E0143572006 - 9 Filing Number 20244104681 Filed On 6/3/2024 1:24:00 PM Number of Pages 3

 

 

 

 

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CERTIFICATE OF AMENDMENT

TO

DESIGNATION, PREFERENCES AND RIGHTS

OF

SERIES A PREFERRED STOCK

OF

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

Go Green Global Technologies Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “NRS”), hereby certifies as follows:

 

1. The name of the Corporation is Go Green Global Technologies Corp.

 

2. This Certificate of Amendment to the Corporation’s Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed with the Secretary of State of the State of Nevada on August 14, 2014 (“Series A Preferred COD”) has been approved by (a) the Board of Directors of the Corporation and (b) the vote of the requisite stockholders pursuant to Section 78.1955(3) of the NRS.

 

3. Section 4 of the Series A Preferred COD entitled “Conversion” is amended and restated to read in its entirety as follows:

 

“Section 3. Conversion. The Series A Preferred Stock will automatically convert to Common Stock upon a Qualified Offering (as defined below) of the Company’s Common Stock based upon the size and price of such public offering or a sale of all or substantially all of the Company’s assets.

 

‘Qualified Offering’ means the sale by the Corporation or a Subsidiary of any securities which results in gross proceeds to the Corporation or a Subsidiary of $2 million or more.

 

‘Subsidiary’ means any legal entity which the Corporation owns, directly or indirectly, more than 50% of the stock or other equity interests , the holders of such stock or equity interests which are generally entitled to vote for the election of the board of directors or other governing body of such entity.”

 

4. Section 3 of the Series A Preferred COD entitled “Liquidation” is amended and restated to read in its entirety as follows:

 

Section 4. Liquidation.

 

Upon Liquidation (as defined below, and the rights to payment upon Liquidation, ‘Liquidation Rights’), whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Junior Stock (as defined below), the holders of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after (i) payment of or provision for the Corporation’s debts and liabilities and (ii) payment to the holders Series B Preferred Stock of (A) the Preference Value (as defined in the Certificate of Amendment to Designation of Series B Preferred Stock) plus (B) all declared but unpaid dividends for each share of Series B Preferred Stock: the highest of (i) the bid price quoted on the day of Liquidation, (ii) the price paid for such shares of Series A Preferred Stock, and (iii) the price per share established in any merger agreement. If upon any such Liquidation the remaining assets of the Corporation available for distribution to its stockholders, after payment in full of the Preference Value and declared but unpaid dividends to the holders of Series B Preferred Stock, shall be insufficient to pay the holders of shares of Series A Preferred Stock, then the holders of Series A Preferred Stock shall share ratably in any distribution of the remaining assets of the Corporation in proportion to the respective amounts which would otherwise be payable in respect to the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

 

 

 

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‘Liquidation’ means any liquidation, dissolution, or winding up of the Corporation. For the avoidance of doubt, a consolidation or merger of the Corporation with or into any other corporation or corporations or other entity (other than a merger in which the Corporation is the survivor and the stockholders of the Corporation prior to such merger own more than a majority of the voting securities of the Corporation following such merger), a transaction or a series of related transactions in which the stockholders of the Corporation transfer a majority of the voting securities of the Corporation to any person or a sale, lease, or transfer of all or substantially all of the assets of the Corporation shall be deemed a liquidation, dissolution, or winding up of the Corporation.

 

‘Junior Stock’ means the Common Stock and such other classes or series of stock designated from time to time as having Liquidation Rights junior to those of the holders of Series A Preferred Stock.”

 

5. The heading of Section 4 of the Series A Preferred COD entitled “Reorganizations and Related Transactions” is amended to read as “Section 5. Reorganizations and Related Transactions.”

 

6. Except as set forth in this Certificate of Amendment to Designation, Preferences and Rights of Series A Preferred Stock, the Series A Preferred COD remains in full force and effect.

 

IN WITNESS WHEREOF, Go Green Global Technologies Corp. has caused this Certificate of Amendment to Designation, Preferences and Rights of Series A Preferred Stock to be signed by Danny G. Bishop, a duly authorized officer of the Corporation, on May 30, 2024.

 

  By: /s/ Danny G. Bishop                         
  Name: Danny G. Bishop
  Title: Chief Executive Officer
   
   

 

 

 

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