CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
OF
CENNTRO, INC.
Cenntro Inc., a Nevada corporation, does hereby certify that:
The name of the Corporation is Cenntro, Inc. (the “Corporation”).
The purpose for which this Corporation is organized is to engage in any lawful act or activity for which corporations may be
organized under Chapter 78 of the Nevada Revised Statutes.
ARTICLE III
CAPITAL STOCK
Section 3.01. Authorized Capital Stock. The total
number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 1,100,000,000 shares, consisting of (a) 1,000,000,000 shares of common stock, par value $0.0001 per
share (the “Common Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Fully paid stock of the Corporation shall not be liable to any further call or assessment.
Section 3.02. Preferred Stock. The Board of Directors is expressly authorized, subject to limitations prescribed by law, by
resolution or resolutions, and by filing a certificate pursuant to the applicable law of the State of Nevada, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and to establish from time-to-time the
number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof. The relative powers, preferences and rights of each series of Preferred Stock in relation to the Preferred Stock Designations of each other series of
Preferred Stock shall, in each case, be as fixed from time-to-time by the Board of Directors in the resolution or resolutions adopted pursuant to the authority granted in this Section
3.02
The number of directors shall be at least one (1) person, but not more than fifteen (15) persons. The number of Directors may be
changed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.
The Board shall have the power and is expressly authorized to adopt, amend, alter, or repeal the
Bylaws. The
Bylaws also may
be restated or amended by the stockholders upon the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided, that no
Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such
Bylaws had not been adopted.
ARTICLE VI
LIMITED LIABILITY, INDEMNIFICATION
Section 6.01. Limited Liability of Directors and Officers.
The personal liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of the Nevada Revised Statues and particularly Section 78.138.7 thereof, as the same may be amended
and supplemented. Any repeal or modification of this Section 6.01 by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
Section 6.02.
Indemnification of Directors, Officers, and Agents.
The Corporation may, to the fullest extent not prohibited by the Nevada Revised Statutes and otherwise as provided by the provisions of Section 78.7502 and 78.751 of the Nevada Revised Statutes, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under such provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by such section as provided in the
bylaws of the
Corporation. Such right of indemnification shall be contingent upon, and shall exist only if, such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, where such person also had no reasonable cause to believe his or her conduct was unlawful. Such right of
indemnification
shall include the advancement of expenses as incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by the indemnified party to repay the advancements if it is ultimately determined
by a court of competent jurisdiction that the indemnified party is not entitled to be indemnified. Expenses. Such right of indemnification shall not be exclusive of any other right which such directors, officers, employees, or agents of the
Corporation may have or hereafter acquire, and such persons shall be entitled to their respective rights of indemnification under the
Bylaws of the Corporation or any agreement, vote of stockholders, provision of law, or otherwise, as well
their rights under this Section 6.02. The indemnification provided in this Section 6.02 shall continue as to a person who has ceased to be such a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and
administrators of such person.
From time to time any of the provisions of these
Articles of Incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted in the manner and at the time prescribed by such laws, and all rights at any time conferred upon the stockholders of the Corporation by these
Articles of Incorporation are granted subject to the provisions of this Article.
In Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this 26th day of February 2024.
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By:
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Name:
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Title:
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Chief Executive Officer, President,
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Chairman of the Board and Director
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