Utopya update Part 2 Utopya Technologies Corp. 11
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Posted On: 03/08/2019 8:34:42 AM
Utopya update Part 2
Utopya Technologies Corp. 1119287-6
I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment
Raymond Edwards
2019-02-01
The articles are amended as follows
The corporation changes its name to: La: Utopya Technologies Corp.
Original signed by
Krysten Milne 5194646620
Initial Registered Office Address and First Board of Directors
Utopya Technologies Inc
141 Adelaide Street West, Suite 1200, Toronto ON Yes / Oui M5H 3L5, Canada
Original signed by
Krysten Milne 5194646620
Certificate of Incorporation
Description of Classes of Shares
The corporation is authorized to issue an unlimited number of Class A and Class B shares with the following rights, privileges, restrictions and conditions:
1. Class A shares, without nominal or par value, the holders of which are entitled:
a. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
b. to receive the remaining property of the corporation upon dissolution; and
c. subject to the rights and privileges attaching to the Class B shares, to receive the dividends as and when declared by the board of directors of the corporation.
2. Class B shares, which shall carry the right:
a. to a dividend as fixed by the board of directors and
b. upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
The holders of Class B shares shall not be entitled to vote at meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.
Restrictions on share transfers
The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:
1. the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; OR
2. the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.
Utopya Holdings Corp. 1117352-9
Raymond Edwards
2019-01-02
Original Signed by
Krysten Milne
Description of Classes of Shares
The corporation is authorized to issue an unlimited number of Class A and Class B shares with the following rights, privileges, restrictions and conditions:
1. Class A shares, without nominal or par value, the holders of which are entitled:
a. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
b. to receive the remaining property of the corporation upon dissolution; and
c. subject to the rights and privileges attaching to the Class B shares, to receive the dividends as and when declared by the board of directors of the corporation.
2. Class B shares, which shall carry the right:
a. to a dividend as fixed by the board of directors and
b. upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
The holders of Class B shares shall not be entitled to vote at meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.
Original signed by
Krysten Milne 5194646620
Utopya Technologies Corp. 1119287-6
I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment
Raymond Edwards
2019-02-01
The articles are amended as follows
The corporation changes its name to: La: Utopya Technologies Corp.
Original signed by
Krysten Milne 5194646620
Initial Registered Office Address and First Board of Directors
Utopya Technologies Inc
141 Adelaide Street West, Suite 1200, Toronto ON Yes / Oui M5H 3L5, Canada
Original signed by
Krysten Milne 5194646620
Certificate of Incorporation
Description of Classes of Shares
The corporation is authorized to issue an unlimited number of Class A and Class B shares with the following rights, privileges, restrictions and conditions:
1. Class A shares, without nominal or par value, the holders of which are entitled:
a. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
b. to receive the remaining property of the corporation upon dissolution; and
c. subject to the rights and privileges attaching to the Class B shares, to receive the dividends as and when declared by the board of directors of the corporation.
2. Class B shares, which shall carry the right:
a. to a dividend as fixed by the board of directors and
b. upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
The holders of Class B shares shall not be entitled to vote at meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.
Restrictions on share transfers
The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:
1. the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; OR
2. the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.
Utopya Holdings Corp. 1117352-9
Raymond Edwards
2019-01-02
Original Signed by
Krysten Milne
Description of Classes of Shares
The corporation is authorized to issue an unlimited number of Class A and Class B shares with the following rights, privileges, restrictions and conditions:
1. Class A shares, without nominal or par value, the holders of which are entitled:
a. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
b. to receive the remaining property of the corporation upon dissolution; and
c. subject to the rights and privileges attaching to the Class B shares, to receive the dividends as and when declared by the board of directors of the corporation.
2. Class B shares, which shall carry the right:
a. to a dividend as fixed by the board of directors and
b. upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
The holders of Class B shares shall not be entitled to vote at meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.
Original signed by
Krysten Milne 5194646620
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