On April 19, 2016, the Company filed an Amendment to the Certificate of Designation of the Company’s Series E Convertible Preferred Stock which provided the holders of the Company’s Series E Convertible Preferred Stock with the right to vote on all matters submitted to the shareholders. Such Series E Holders shall be entitled to the number of votes which shall be equal to the lesser of the number of common stock into which each share of Series E is convertible, and the beneficial ownership limitation of 4.99% which may be increased to not more than 9.99%. In addition, so long as the requirement to hold its annual meeting prior to June 2016 has not been met or waived, the holders shall be entitled to 100,000 votes for each share of Series E Convertible Preferred Stock held, subject to beneficial ownership limitations.
In addition, the amendment to the Certificate of Designation of the Series E Convertible Preferred Stock restricts the conversion of shares of Series E held by holders who do not, in addition to their shares of Series E Preferred Stock, hold secured notes of the Company,
On April 20, 2016, the Company filed an Amendment to the Certificate of Designation of the Company’s Series H Convertible Preferred Stock which provided the holders of the Company’s Series H Convertible Preferred Stock with the right to vote on all matters submitted to the shareholders. Such Series H Holders shall be entitled to the number of votes which shall be equal to the lesser of the number of common stock into which each share of Series H is convertible, and the beneficial ownership limitation of 4.99% which may be increased to not more than 9.99%. In addition, so long as the requirement to hold its annual meeting prior to June 2016 has not been met or waived, the holders shall be entitled to 100,000 votes for each share of Series H Convertible Preferred Stock held, subject to beneficial ownership limitations.
The foregoing summary of the terms of the amendments to the Company’s Series E and Series H Preferred Stock is subject to, and qualified in its entirety by, such documents, which are filed as exhibits hereto.
On behalf of Amarantus BioScience Holdings, Inc., a Nevada corporation (the "Corporation"), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the "Board"):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the "Articles of Incorporation"):
1. Section 4 of the Third Amended and Restated Certificate of Designation of the Corporation for the Series H Convertible Preferred Stock is hereby deleted in its entirety and in lieu thereof the following Section 4 is hereby inserted:
Section 4. Voting Rights:
(a) Except as otherwise expressly required by law and this Section 4, each holder of Series H Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to such number of votes that is equal to the lesser of (i) number of Common Stock that each share of Series H Preferred Stock is convertible into, pursuant to Section 6, herein, and (ii) the Beneficial Ownership Limitation. Except as otherwise required by law, the holders of shares of Series H Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.
(b) Notwithstanding the forgoing but in all events subject to Beneficial Ownership Limitation set forth below, with respect to any Holder that beneficially owns less than 9.99% of the issued and outstanding Common Stock, such Holder shall, in addition to the voting rights set for the in clause (a) above, so long as the 2016 Shareholder Meeting Conditions (herein defined) have not been met or waived by the holders of the Series H Preferred Stock, each share of Series H Preferred Stock shall be entitled to vote on all matters (except election or removal of directors of the Corporation) submitted or required to be submitted to a vote of the stockholders of the Corporation and shall be entitled to One Hundred Thousand (100,000) votes of whole shares of Common Stock (subject to certain adjustments set forth in Section 6) (One Hundred Thousand (100,000) is referred as the "Vote Multiplier" hereunder), at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In each such case, except as otherwise required by law or expressly provided herein, the holders of shares of Series H Preferred Stock and Common Stock shall vote together and not as separate classes. For purposes of clarification, in no event will the rights of this Section 4 cause a Holder to beneficially own more than the Beneficial Ownership Limitation, which such beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For the purposes of this Section 4, the "2016 Shareholder Meeting Conditions" means that in connection with the Corporation's 2016 Annual Meeting of Stockholders to be held by June 6, 2016 (the "2016 Meeting"), each holder is satisfied in its sole discretion that (i) the 2016 Meeting will have occurred and will have been in compliance with all applicable laws, rules and regulations including, but not limited to, those relating to a quorum (ii) the proposals that the Corporation's stockholders will be asked to approve, including, but not limited to the amendment to the Corporation's Articles of Incorporation increasing the Corporation's authorized shares of Common Stock (the "Amendment") and authorizing a reverse stock split, which proposals will be set forth in the Corporation's Proxy Statement contained in its Definitive Schedule 14A to be duly and timely filed with the Commission, will be approved or in a Definitive Infouuation on Schedule 14-C, (17 CFR 240.14c-101) and (iii) the Amendment will be filed with the Secretary of State of the State of Nevada and is currently in effect.
