Certificate of Amendment to Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock, filed with the Secretary of State of the State of Nevada on December 22, 2021

Contract Categories: Business Finance - Stock Agreements
EX-4.1 3 g082532_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

 

 

 

 

 

 

Certificate, Amendment or Withdrawal of Designation

1.Pursuant to Section 2 of the Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) of Soluna Holdings, Inc. (formerly known as Mechanical Technology, Incorporated) filed on August 18, 2021, filing number 20211688409 (the “Certificate of Designations”), the first sentence of Section 2 of the Certificate of Designations is hereby deleted in its entirety and replaced with the following:

 

“The number of authorized shares of Series A Preferred Stock initially is 3,640,000.”

 

The above amendment was approved by resolution of the Board of Directors of the Corporation, without the vote or consent of the holders of the Series A Preferred Stock, as permitted by and in accordance with Section 2 of the Certificate of Designations and Paragraph 10 of the Corporation’s Amended Articles of Incorporation, which provides that “The Board of Directors of the Corporation is vested with the right, without obtaining stockholder approval thereof, to issue the shares of preferred stock, from time to time, in one or more series and to fix the number of shares and determine for each such series such voting powers, designations, preferences, and relative participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of such series then outstanding) the number of shares of any series subsequent to the issued of shares of that series. In the event the number of shares of any series is decreased, the shares no longer designated as shares of such series shall resume the status of “blank check” preferred stock and may be designated, again, as a new series of preferred stock by the Board of Directors.”