Amendment to Articles of Incorporation filed with the State of Florida on February 6, 2020, together with the Corporate Resolution of the Board of Directors dated February 2, 2020 authorizing the amendments and other matters
CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
IMMUNE THERAPEUTICS, INC.
The undersigned, constituting all of the Directors of Immune Therapeutics. Inc. (the “Corporation”), a Florida C-Corporation, do hereby consent to the adoption of, and hereby approve and adopt, the following resolutions effective as of 02 February 2020.
WHEREAS, the Board of Directors of’ the Corporation deems it in the best interests of the company and shareholders to enter into the Securities Purchase Agreement dated 02 February, 2020 (the “Agreement”), in connection with the issuance of a convertible note of the Corporation in favor of REDSTART HOLDINGS CORP. (the “Investor”), Convertible Promissory Note due twelve (12) months alter issuance (the “Note”) with potential additional tranches during the term of the note of up to S825,000.00 in the aggregate subject to approval of the Company and the Investor. The Note is convertible into shares of common stock, 0.0001 par value per share, of Company (the “Common Stock”) upon the terms and subject to the limitations and conditions set forth in such Note, along with an Irrevocable Letter of Instruction Agreement (the “TA Letter-) with ClearTrust, LLC, the Corporation’s transfer agent, with respect to the reservation of shares of common stock of the Corporation to be issued upon any conversion of the Note: the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of ClearTrust. LLC for all loss, liability, or expense in carrying out the authority and direction contained in the TA Letter;
WHEREAS, the Board of Directors is aware that if the Note is paid before one hundred and eighty (180) days alter the funding of the Note then there will be no conversion rights for the Investor and no conversion to common stock, however, it is understood that such arrangement requires significant early repayment penalties. If the Note is paid after 180 days of the execution of the Note then there are significant conversion provisions (discount to trading price, selling of the common stock, etc.). As such, this transaction is intended as bridge financing with the expectation that management will take all actions commercially and legally possible to close a financing transaction within 180 days of the singing of this Note for a permanent equity financing and/or an alternative financial arrangement with a related party, such as Medavate Corp., on terms to be negotiated in order to pay the Note in full before maturity;
WHEREAS, the Board of Directors is aware that the issuance and sale of shares upon conversion, if said conversion does occur, of the Note being sold are likely to result in dilution to the interests of the Company’s stockholders;
WHEREAS, the Issuer may not convert the Note into more than 4.99% of Immune’s outstanding common stock at any point in time, the Issuer has the right to transfer or sell all or part of the Note to other holders, in which case, if those other holders convert their notes, conversions in the aggregate may result in all holders holding more than 5% of Immune’s common stock at any point in time;
WHEREAS, the Board of Directors is aware that an increase in the number of shares of our common stock that will become available for sale in the public market upon any conversion of the Note may adversely affect the market price of our common stock and, as a result, could impair the Corporation’s ability to raise additional capital through the sale of its equity securities or convertible securities;
WHEREAS, the issuance of the Note will not require additional guaranties by the Company, the Board or any individuals on the Board or management team.
NOW, THEREFORE, BE IT:
RESOLVED, that the Management of the Corporation is hereby authorized to enter into the Agreement, the Note and the TA Letter which provides in pertinent part: ( i) reservation of shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issuance of such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without an further action or confirmation by the Corporation; and (iii) indemnification by the Corporation of ClearTrust, LLC for all loss, liability, or expense in carrying out the authority and direction contained in the TA Letter;
RESOLVED, that the Chief Executive Officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time. to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions;
RESOLVED, that the Board authorizes Management of the Company to initially draw up to $150,000, as management deems necessary, with any further advances to require additional Board approval;
RESOLVED, that funds borrowed under the Note are to be used solely to satisfy short-term working capital obligations including, but not limited to paying individuals, advisors, vendors that are necessary to complete the proposed acquisition of Aletheia Therapeutics Corp. and to file the Company’s 10K SEC filing;
RESOLVED, the board approves the increase in authorized shares of common stock from 500,000,000 to 750,000,000 to ensure there will be enough shares for this contemplated transaction and any future financings;
IN WITNESS WHEREOF, the undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the aforementioned resolutions are duly adopted and ratified by the Board of Directors of the Corporation and held in accordance with its by-laws and the laws of the State of Florida; and that the same have not in any way been modified. repealed or rescinded and are in full force and effect.
[Signatures are on the following page]
|s/s Dr. Roscoe M Moore Jr.|
|Dr. Roscoe M Moore Jr. DVM, Ph.D., D. Sc|
|Chairman of the Board, Director|
|s/s Kevin Phelps|
|Kevin Phelps, CPA|
|s/s Clifford Selsky|
|Clifford Selsky M.D. Ph.D.|
|s/s Michael Sander|
|s/s Michael K. Handley|
|Michael K. Handley|
|Chief Executive Officer, Director|