Ah just make it easier to read !!!
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TRITON DISTRIBUTION SYSTEMS, INC.
Page 1 of 2
ARTICLE I
NAME OF COMPANY
The name of the corporation is Triton Distribution Systems, Inc.
ARTICLE II
PERIOD OF DURATION
The corporation shall exist in perpetuity, from and after the date of filing the Certificate of Incorporation with the Secretary of State of the State of Colorado unless dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
1. Purposes. Except as restricted by the Certificate of Incorporation, the corporation is organized for the purpose of transacting all lawful acts or activities for which corporations may be organized under the Corporation Code of Colorado.
2. General Powers. Except as restricted by the Certificate of Incorporation, the corporation may exercise all powers which a corporation may exercise legally pursuant to the Colorado Corporation Code.
ARTICLE IV
BUYBACK SHARES
1. The Corporation’s Board of Directors and Controlling shareholders have agreed on this 30th day of April 2010 that the Company will buyback 99 percent of the issued and outstanding shares of the Company effective June 1, 2010 under the following terms and conditions:
The Company shall buyback 99 percent of the issued and outstanding shares of the Company by the Company in exchange for a convertible debenture paying each shareholder $ 0.01 per share in face value convertible debentures, and having a maturity date of 5 years without interest and convertible after 1 year into common shares at the rate of $ 1 per share.
The Company to reduce the number of shares issued and outstanding to avoid a reverse split since reverse splits generally are damaging to shareholders’ value, and it is difficult for shares to be bought and sold in sub penny stocks. This Buyback is a mandatory corporate action requiring that all outstanding shares be exchanged, wherein, for each 101 shares held, those shares will be surrendered to the company’s transfer agent in exchange for 1 new common share and a note for $1. There will be no fractional shares, so that every shareholder will be rounded up to a minimum of a note of $1 and 1 whole share and any fractional shares will be rounded up to 1 whole share.
Shareholders are being notified of this buyback.2. Dividends. Dividends in cash, property or shares of the corporation may be paid upon the Common Stock, as and when declared by the Board of Directors, out of funds of the corporation to the extent and in the manner permitted by law.
3. Distribution in Liquidation. Upon any liquidation, dissolution or winding up of the corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the corporation shall be distributed, either in cash or in kind.
4. Voting Rights; Cumulative Voting. Each outstanding share of Common Stock shall be entitled to one vote and each fractional share of Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of shareholders. Cumulative voting shall not be allowed in the election of directors of the corporation. When, with regard to any action to be taken by the shareholders of this corporation, the Colorado
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TRITON DISTRIBUTION SYSTEMS, INC.
Page 2 of 2
Corporation Code requires the vote or concurrence of the holders of two-thirds of the outstanding shares, such
action may be taken by the vote or concurrence of a majority of such shares or class thereof.
5. Denial of Preemptive Rights. No holder of any shares of the corporation, whether now or hereafter authorized,
shall have any preemptive or preferential right to acquire any shares or securities of the corporation, including
shares or securities held in the treasury of the corporation.
ARTICLE V
AMENDMENTS
The corporation reserves the right to amend its Certificate of Incorporation from time to time in accordance with the Colorado
Corporation Code of Colorado.
ARTICLE VI
ADOPTION AND AMENDMENT OF BYLAWS
The Bylaws of Triton Distribution Systems, Inc, a Nevada Corporation, are adopted by the Board of Directors for Triton
Distribution Systems, Inc., a Colorado Corporation. The power to alter or amend or repeal the Bylaws or adopt new Bylaws shall
be vested in the Board of Directors, but the holders of common stock may also alter, amend or repeal the Bylaws or adopt new
Bylaws. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation unless
inconsistent with law or Articles of Incorporation.
ARTICLE VII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the corporation is 105 Barbaree Way, Tiburon, CA 94920, and the name of the registered
agent of the Corporation is National Registered Agents, Inc., and the address of the registered agent is 1535 Grant Street, Suite
140, Denver, CO 80203 The registered office and registered agent may be changed in the manner provided by the Colorado
Corporation Code.
TRITON DISTRIBUTION SYSTEMS, INC
By:
President, Gregory E. Lykiardopoulos
By:
Secretary, Gregory E. Lykiardopoulos
Date: April 30, 2010
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