DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
General Cannabis Corp, a corporation organized and existing under and by virtue of the provisions of the Colorado Business Corporation Act (the “Act”),
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is General Cannabis Corp, a Colorado corporation (the “Corporation”);
SECOND: The Articles authorize the issuance of up to 200,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and up to 5,000,000 shares of preferred stock, no par value per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the board of directors of the Corporation (the “Board”), subject to limitations prescribed by law, to establish and fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations and restrictions of the shares of such series.
THIRD: Pursuant to the authority expressly granted to and vested in the Board under the Act and by Article IV of the Articles, there is hereby created, and the Corporation is hereby authorized to issue, a series of convertible preferred stock, no par value, which shall have, in addition to the rights, restrictions, preferences and privileges set forth in the Articles, the following terms, conditions, rights, restrictions, preferences and privileges:
1.DESIGNATION AND AMOUNT
(a) The shares of such series are designated the Series A Convertible Preferred Stock (hereinafter referred to as the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be five thousand (5,000) shares of Series A Preferred Stock. That number from time to time may be increased or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by (i) further resolution duly adopted by the Board, or any duly authorized committee thereof, and (ii) the filing of amendments to the Articles pursuant to the provisions of the Act stating that such increase or decrease, as applicable, has been so authorized. The Corporation shall not have the authority to issue fractional shares of Series A Preferred Stock.
(b) The Holders of shares of Series A Preferred Stock shall have equivalent rights, powers and preferences.
(c) Shares of Series A Preferred Stock converted into Common Stock will be cancelled and will revert to authorized but unissued Preferred Stock, undesignated as to series.
Each share of Series A Preferred Stock shall not be entitled to any voting rights prior to conversion into shares of Common Stock.