Blueprint





 







Exhibit 10.2


 



ARTICLES OF AMENDMENT



TO



ARTICLES OF INCORPORATION



OF



AMERICAN RESOURCES CORPORATION


 



Document Number P13000081579


 


The
undersigned, being the Chief Executive Officer and Director of
American Resources Corporation, a Florida corporation, hereby
certifies that the following Amendments to the company’s
Articles of Incorporation have been adopted by the shareholders and
the Board of Directors of the company via unanimous written action
without a meeting on November 8, 2018 with each director of the
company waiving notice of the meeting. Article IV of the
company’s Articles of Incorporation are hereby amended and
replaced with the following:


 



ARTICLE IV



CAPITAL STOCK


 


The
maximum number of shares of capital stock that this company shall
be authorized to issue and have outstanding at any one time shall
be Two Hundred Sixty Million (260,000,000), of which (i) Two
Hundred Thirty Million (230,000,000) shares are designated as Class
A Common Stock, par value $0.0001 per share; and (ii) Thirty
Million (30,000,000) shares are authorized as “blank
check” preferred stock, of which of the “blank
check” preferred (a) Five million (5,000,000) preferred
shares are designated as Series A Convertible Preferred Stock, and
(b) Twenty Million (20,000,000) preferred shares are designated as
Series C Convertible Preferred Stock. Each class of capital stock
authorized by the company shall have the following
designations:


 


The
Class A Common Stock shall be designated as follows:


 



1.            

Designation and Number of
Shares. The Class A Common Stock shall be designated
“Class A Common Stock”, par value $0.0001 per share,
and the number of shares constituting the authorized Class A Common
Stock shall be 230,000,000 shares.






 



2.            

Voting Rights. The holders of
Class A Common Stock shall be entitled to one vote per
share.






 



3.            

Dividends. Holders of Class A
Common Stock shall be entitled to dividends as shall be declared by
the Corporation's Board of Directors from time to
time.






 


[end
of Class A Common Stock]


 


The Series A Convertible
Preferred Stock shall be designated as follows:


 



1.            

Designation and Number of
Shares. The Series A Convertible Preferred Stock shall be
designated “Series A Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series A Convertible Preferred Stock shall be
5,000,000 shares.






 



2.            

Voting Rights. The holders of
Series A Convertible Preferred Stock shall be entitled to vote on
an “as-converted” basis of one share of Series A
Convertible Preferred Stock voting for Three Hundred Thirty-Three
and One-Third (333 (1/3)) of Class A Common Stock.






 



3.            

Dividends. Holders of Series A
Convertible Preferred Stock shall not be entitled to accrue or pay
a dividend.






 




 








 






 



4.            

Conversion to Class A Common
Stock. Each share of Series A Convertible Preferred Stock
shall be initially convertible into Three and One-Third (3 (1/3))
shares of Class A Common Stock (as adjusted as provided herein, the
“Conversion Ratio”) at the option and discretion of the
holder(s) of the Series A Convertible Preferred Stock, at any time
and from time to time. There is no additional consideration
required to convert the Series A Convertible Preferred Stock to
Class A Common Stock. There is no expiration date on the Series A
Convertible Preferred Stock and the Series A Convertible Preferred
Stock is convertible to Class A Common Stock on a cashless
basis.






 



5.            

Liquidation. Upon any
liquidation, dissolution or winding-up of the company, whether
voluntary or involuntary, the Series A Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series A Convertible Preferred
Stock share amount equal to $1.65 per share.






 



6.            

Anti-Dilution Protection. The
Series A Convertible Preferred Stock shall have full anti-dilution
protection until March 1, 2020, such that, when the sum of the
shares of the Class A Common Stock plus the Series A Convertible
Preferred Stock that are held by the Series A Convertible Preferred
Stock holders as of the date of this Articles of Amendment are
summed (the sum of which is defined as the “Series A
Holdings”, and the group defined as the “Series A
Holders”), the Series A Holdings held by the Series A Holders
shall be convertible into, and/or equal to, no less than
Seventy-Two Percent (72.0%) of the fully-diluted Class A Common
Stock outstanding of the company (inclusive of all outstanding
“in-the-money” options and warrants). Any amount that
is less than Seventy-Two Percent (72.0%) shall be adjusted to
Seventy-Two Percent (72.0%) through the immediate issuance of
additional Class A Common Stock to the Series A Holders to cure the
deficiency, which shall be issued proportionally to each respective
Series A Holder’s share in the Series A Holdings at the time
of the adjustment. This anti-dilution protection shall include the
effect of any security, note, common stock equivalents, or any
other derivative instruments or liability issued or outstanding
during the anti-dilution period that could potential cause dilution
during the anti-dilution period or in the future, and the
determination of this anti-dilution protection in this Section 6
shall be determined by the Board of Directors.






 



7.            

Pro Rata Distributions. If the
company, at any time while the Series A Convertible Preferred Stock
is outstanding, shall distribute to any or all holders of Class A
Common Stock any evidences of its indebtedness, or any of the
company’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
A Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series A
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.






 



8.            

Stock Dividends and Stock
Splits. If the company, at any time while the Series A
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the company pursuant to this Series
A Convertible Preferred Stock), (B) subdivide outstanding shares of
Class A Common Stock into a larger number of shares, (C) combine
(including by way of reverse stock split) outstanding shares of
Class A Common Stock into a smaller number of shares, or (D) issue
by reclassification of shares of the Class A Common Stock any
shares of capital stock of the company, then the Conversion Ratio
shall be adjusted appropriately by the company’s Board of
Directors. Any adjustment made shall become effective immediately
after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or re classification.






 




 

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9.            

Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series A Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series A Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series A Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.






 


 [end
of Series A Preferred Stock designations]


 


The
Series C Convertible Preferred Stock shall be designated as
follows:


 



1.            

Designation and
Number of Shares. The Series C Convertible Preferred Stock shall be
designated “Series C Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series C Convertible Preferred Stock shall be
20,000,000 shares.






 



2.            

Voting Rights. The holders of
Series C Convertible Preferred Stock shall be entitled to vote on
an “as-converted” basis of one share of Series C
Convertible Preferred Stock voting for one vote of Class A Common
Stock.






 



3.            

Dividends. Holders of Series C
Convertible Preferred Stock shall accrue a dividend at a rate of
Ten Percent (10.0%) per year, based on a 360-day year, compounded
annually in arrears and adjusted pro-ratably for any mid-year
conversion to Class A Common Stock.






 



4.            

Conversion to Class A Common
Stock. Each share of Series C Convertible Preferred Stock
shall be initially be convertible by the Investor into shares of
Class A Common Stock of the Company, $0.0001 par value
(“Common Stock”) at a conversion price equal Six
Dollars ($6.00) per Common Stock, or a conversion ratio to Common
Stock of 6:1, rounded to the nearest whole share (the
“Conversion Value”). Should the company complete an
equity offering (including any offering convertible into equity of
the Company) of greater than Five Million Dollars ($5,000,000) (the
“Underwritten Offering”), then the Series C Preferred
Stock shall be automatically and without notice convertible into
Common Stock of the Company concurrently with the subsequent
Underwritten Offering at the same per share offering price of the
Underwritten Offering.






 



5.            

Liquidation. Upon any
liquidation, dissolution or winding-up of the company, whether
voluntary or involuntary, the Series C Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series C Convertible Preferred
Stock share amount equal to $1.00 per share of Series C Convertible
Preferred Stock.






 



6.            

Pro Rata Distributions. If the
company, at any time while the Series C Convertible Preferred Stock
is outstanding, shall distribute to any or all holders of Class A
Common Stock any evidences of its indebtedness, or any of the
company’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
C Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series C
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.






 




 

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7.            

Stock Dividends and Stock
Splits. If the company, at any time while the Series C
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the company pursuant to this Series
C Convertible Preferred Stock), (B) subdivide outstanding shares of
Class A Common Stock into a larger number of shares, (C) combine
(including by way of reverse stock split) outstanding shares of
Class A Common Stock into a smaller number of shares, or (D) issue
by reclassification of shares of the Class A Common Stock any
shares of capital stock of the company, then the Conversion Ratio
shall be adjusted appropriately by the company’s Board of
Directors. Any adjustment made shall become effective immediately
after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or re classification.






 



8.            

Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series C Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series C Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series C Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.






 


[end
of Series C Preferred Stock designations]


 


The
amendment was adopted by the shareholders and approved by the Board
of Directors. The number of shareholder votes cast for the
amendment was sufficient for approval.


 


In all
other respects, the Articles of Incorporation shall remain as they
were prior to this Amendment being adopted.


 


 



Date:                       

November 8,
2018






 


AMERICAN
RESOURCES CORPORATION


 


/s/: Mark C. Jensen
                 
         
 



Mark C.
Jensen,


Chief
Executive Officer, Director


 


 




 

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