Exhibit 3.2

 

 

 

BARBARA K. CEGAVSKE    

Secretary of State      
202 North Carson Street      
Carson City, Nevada 89701-4201   Filed in the office of Document Number

(775) 684-5708

Website: www.nvsos.gov

   /s/ Barbara K. Cegavske 20170087256-78
  Barbara K. Cegavske Filing Date and Time
      Secretary of State 02/27/2017 3:20 PM
    State of Nevada Entity Number

Certificate of Amendment

     C8519-1999
(PURSUANT TO NRS 78.385 AND 78.390)      
       

  

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1.  Name of corporation:

 

Sysorex Global

 

2. The articles have been amended as follows: (provide article numbers, if available)

 

Article IV of the Restated Articles of Incorporation is hereby amended by adding the following as a new subsection (1) to Section (A) thereto:

 

“(1) Upon the effectiveness of the filing (the “Effective Time”) of this Certificate of Amendment to the Restated Articles of Incorporation, each fifteen (15) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock automatically and without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). [Continued on attachment] 

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: a majority of the voting power

 

4. Effective date and time of filing: (optional) Date: March 1, 2017   Time:   12:01 am
  (must not be later than 90 days after the certificate is filed)

  

5. Signature: (required)

 

X /s/ Nadir Ali  
Signature of Officer  

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

  

Nevada Secretary of State Amend Profit-After
   

Revised: 1-5-15

 

 

 

 

Attachment

 

The Corporation shall not issue to any holder a fractional share of Common Stock on account of the Reverse Stock Split. Rather, any fractional share of Common Stock resulting from such change shall be rounded upward to the nearest whole share of Common Stock. Share interests issued due to rounding are given solely to save the expense and inconvenience of issuing fractional shares of Common Stock and do not represent separately bargained for consideration. Until surrendered, each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall only represent the number of whole shares of Common Stock into which the shares of Common Stock formerly represented by such Old Certificate were combined into as a result of the Reverse Stock Split.”