EXHIBIT
10.1


 


WRITTEN
CONSENT OF DIRECTORS


TO
CORPORATE ACTION WITHOUT MEETING 


OF
PHI GROUP, INC.


TO
AMEND ARTICLES OF DOMESTICATION


 


The
undersigned, Tam Bui, Henry Fahman, and Frank Hawkins are the only members of, and, therefore, constitute the Board of Directors
of PHI GROUP, INC., a corporation originally incorporated in the State of Nevada on June 08, 1982 and domesticated in the State
of Wyoming on September 20, 2017 (the “Corporation”), and by their signatures below, hereby approve the following
resolutions and consent to their adoption, in lieu of a meeting on this 17th day of June 2020.


 


WHEREAS,
, it deems to be in the best interests of the Company and its shareholders to further amend the capital structure of the Company
in order to allow for potential acquisitions of target companies and other transactions with authorized capital stock of the Company;


 


WHEREAS,
on June 17, 2020, the Company’s shareholders, casting 18,049,544,713 votes out of 31,212,408,755 eligible votes from
all the issued and outstanding Common Stock and Class B Series I Preferred Stock of the Company and thereby representing 57.83
% of the total eligible votes, voted in favor of amending Article 10 of the Articles of Domestication of this Company with respect
to the authorized capital of the Company and the designations of the Company’s Preferred Stock;


 


NOW,
THEREFORE, BE IT RESOLVED that this Corporation amend Article 10 of the Articles of Domestication to read as follows:


 


“ARTICLE
NUMBER 10”


 


10.
Aggregate number of shares or other ownership units which the Corporation has the authority to issue:


 


TOTAL
AUTHORIZED CAPITAL:


 


Forty
billion (40,000,000,000) shares of Common Stock with a par value of $0.001 per share and Five Hundred Million (500,000,000) shares
of Preferred Stock with a par value of $0.001 per share.


 


The
rights and terms associated with the shares of Preferred Stock will be determined by the Board of Directors of the Corporation.”


 


FURTHER
RESOLVED that this Corporation’s authorized Preferred Stock be designated as follows:


 


DESIGNATIONS
OF PREFERRED STOCK


OF
PHI GROUP, INC.


 


	I.	Class
    A Preferred Stock
	 	 
	A.	DESIGNATIONS,
    AMOUNTS AND DIVIDENDS
	 	 
	1.	Class
    A Series I Cumulative Convertible Redeemable Preferred Stock


 


a.
Designation: Fifty million (50,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001
per share, are designated as Class A Series I Cumulative Convertible Redeemable Preferred Stock


 




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b.
Number of Shares: The number of shares of Class A Series I Preferred Stock authorized shall be fifty million (50,000,000) shares.


 


c.
Dividends: Each holder of Class A Series I Preferred Stock is entitled to receive ten percent (10%) non-compounding cumulative
dividends per annum, payable semi-annually.


 


	2.
    	Class
    A Series II Cumulative Convertible Redeemable Preferred Stock


 


a.
Designation. Two hundred million (200,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value
of $0.001 per share, are designated Class A Series II Cumulative Convertible Redeemable Preferred Stock (the “Class A
Series II Preferred Stock”).


 


b.
Number of Shares. The number of shares of Class A Series II Preferred Stock authorized shall be two hundred million (200,000,000)
shares.


 


c.
Dividends: Each holder of Class A Series II Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per
annum, payable semi-annually.


 


	3.
    	Class
    A Series III Cumulative Convertible Redeemable Preferred Stock


 


a.
Designation. Fifty million (50,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001
per share, are designated as Class A Series III Cumulative Convertible Redeemable Preferred Stock (the “Class A Series
III Preferred Stock “).


 


b.
Number of Shares. The number of shares of Class A Series III Preferred Stock authorized shall be fifty million (50,000,000) shares.


 


c.
Dividends: Each holder of Class A Series III Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per
annum, payable semi-annually.


 


	4.
    	Class
    A Series IV Cumulative Convertible Redeemable Preferred Stock


 


a.
Designation. One hundred ninety-nine million (199,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with
a par value of $0.001 per share, are designated as Class A Series IV Cumulative Convertible Redeemable Preferred Stock (the “Class
A Series IV Preferred Stock “).


 


b.
Number of Shares. The number of shares of Class A Series IV Preferred Stock authorized shall be one hundred ninety-nine million
(199,000,000) shares.


 


c.
Dividends: To be determined by the Corporation’s Board of Directors.


 


	B.	CONVERSION


 


	1.	Conversion
    of Series I, Series II and/or Series IV, Class A Preferred Stock into Common Stock of PHI Group, Inc.


 


Each
share of the Class A Preferred Stock, either Series I, Series II or Series IV shall be convertible into the Company’s Common
Stock any time after two years from the date of issuance at a Variable Conversion Price (as defined herein) of the Common Stock.
The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a
discount rate of 25%). “Market Price” means the average Trading Price for the Company’s Common Stock during
the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Class
A Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means,
for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, or applicable trading market
as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company and Holder of
the Class A Preferred Stock.


 




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	2.	Conversion
    of Series I, Series II and/or Series IV Class A Preferred Stock into Common Stock of a subsidiary of PHI Group, Inc.


 


Alternatively,
each share of the Class A Preferred Stock, either Series I, Series II and/or Series IV, may be convertible into Common Stock of
a subsidiary of PHI Group, Inc.’s, to be determined by the Company’s Board of Directors, any time after such subsidiary
has become a fully-reporting publicly traded company for at least three months, at a Variable Conversion Price (as defined herein).
The Variable Conversion Price to be used in connection with the conversion into Common Stock of a subsidiary of PHI Group, Inc.’s
shall mean 50% multiplied by the Market Price (as defined herein), representing a discount rate of 50%, of that Common Stock.
“Market Price” means the average Trading Price for the Common Stock of said subsidiary of PHI Group, Inc.’s
during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of
the Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means,
for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading
market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company, said
subsidiary and Holder of the Class A Preferred Stock.”


 


	3.	Conversion
    of Class A Series III Preferred Stock of PHI Group, Inc. into Common Stock of American Pacific Plastics, Inc., a subsidiary
    of PHI Group, Inc.’s.


 


The
entire Class A Series III Preferred Stock of PHI Group, Inc. (i.e. fifty million (50,000,000) shares) may be convertible into
eighty percent (80%) American Pacific Plastics, Inc.’s Common Stock which will have been issued and outstanding immediately
after such conversion or exchange on a pro rata basis.


 


	4.
    	Conversion
    Shares.


 


The
amount of shares of Common Stock of PHI Group, Inc., or alternatively, of a subsidiary of PHI Group, Inc.’s, to be received
by Holder at the time of conversion of Class A Series I, Series II or Series IV Preferred Stock of PHI Group, Inc. will be based
on the following formula:


 





	 	 	 	Where
    CS: Common Shares of PHI Group, Inc.,
	 	 	 	or
    alternatively, of a subsidiary of PHI Group, Inc.’s.
	Amount
    of CS =	OIP
    + AUD	 	 
	VCP	 	 








	 	OIP:	Original
    Issue Price of Class A Series I, Series II
	 	 	or
    Series IV Preferred Stock of PHI Group, Inc.
	 	AUD:	Accrued
    and Unpaid Dividends.
	 	VCP:	Variable
    Conversion Price of PHI Common Stock
	 	 	or
    of a subsidiary of PHI Group, Inc.’s as defined above.


 


 


	C.
    	REDEMPTION
    RIGHTS


 


The
Corporation, after a period of two years from the date of issuance, may at any time or from time to time redeem the Class A Preferred
Stock, either Series I, Series II, Series III or Series IV, in whole or in part, at the option of the Company’s Board of
Directors, at a price equal to one hundred twenty percent (120%) of the original purchase price of the Class A Preferred Stock
or of a unit consisting of any shares of Class A Preferred Stock and any warrants attached thereto, plus, in each case, accumulated
and unpaid dividends to the date fixed for redemption.


 


	D.
    	LIQUIDATION


 


Upon
the occurrence of a Liquidation Event (as defined below), the holders of Class A Preferred Stock are entitled to receive net assets
on a pro rata basis. As used herein, “Liquidation Event” means (i) the liquidation, dissolution or winding-up,
whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class
of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the
holders of the Class A Preferred Stock receive securities of the surviving corporation having substantially similar rights as
the Class A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least
a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”),
unless the holders of the shares of Class A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially
all, or any material part of, the Corporation’s assets, unless the holders of Class A Preferred Stock elect otherwise.


 




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	E.
    	RANK


 


All
shares of the Class A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series
of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the
Corporation hereafter created and specifically ranking, by its terms, on par with the Class A Preferred Stock and (iii) junior
to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the
Class A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.


 


	F.
    	VOTING
    RIGHTS


 


Class
A Series I, II, III and IV Preferred Stock of PHI Group, Inc. shall have no voting rights.


 


	G.
    	PROTECTION
    PROVISIONS


 


So
long as any shares of Class A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the majority
written consent of the holders of Class A Preferred Stock, alter or change the rights, preferences or privileges of the Class
A Preferred Stock so as to affect adversely the holders of Class A Preferred Stock.


 


	H.
    	MISCELLANEOUS


 


1.
Status of Redeemed Stock: In case any shares of Class A Preferred Stock shall be redeemed or otherwise repurchased or reacquired,
the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock
and shall no longer be designated as Class A Preferred Stock.


 


2.
Lost or Stolen Certificates: Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation
of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security)
reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for
cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates. However, the Corporation shall not
be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Class A Preferred
Stock contemporaneously requests the Corporation to convert such holder’s Class A Preferred Stock into Common Stock.


 


3.
Waiver: Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein
and any right of the holders of Class A Preferred granted hereunder may be waived as to all shares of Class A Preferred Stock
(and the holders thereof) upon the majority written consent of the holders of the Class A Preferred Stock.


 


4.
Notices: Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered
mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile
transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt,
if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed
to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in
the same manner as set forth in this Section.


 




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If
to the Corporation:


 


PHI
GROUP, INC.


30
N Gould Street, Suite R


Sheridan,
WY 82801


Facsimile:
702-472-8556


Email:
info@phiglobal.com


 


If
to the holders of Class A Preferred Stock:


 


To
the address of the shareholders of Class A Preferred Stock as to be listed in the Corporation’s Books and Records.


 


	II.	Class
    B Preferred Stock


 


	1.	Class
    B Series I Preferred Stock


 


a.
Designation: One million (1,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001
per share, are designated as Class B Series I Preferred Stock.


 


b.
Number of Shares: The number of shares of Class B Series I Preferred Stock authorized will be one million (1,000,000) shares.


 


c.
Dividend: None


 


d.
Voting rights: Except as provided by law, the shares of Class B Series I Preferred Stock shall have the same right to vote or
act on all matters on which the holders of Common Stock have the right to vote or act and the holders of the shares of Class B
Series I shall be entitled to notice of any stockholders’ meeting or action as to such matters on the same basis as the
holders of Common Stock, and the holders of Common Stock and shares of Class B Series I shall vote together or act together thereon
as if a single class on all such matters; provided, in such voting or action each one share of Class B Series I shall be entitled
to one hundred thousand (100,000) votes.


 


FURTHER
RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and
directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in
the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in
the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby
(as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the
case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions
be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.


 


By
their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.


 


Dated:
June 29, 2020


 


	/s/
    Tam Bui	 	/s/
    Henry D. Fahman	 
	Tam
    Bui, Director	 	Henry
    D. Fahman, Director	 
	 	 	 	 
	/s/
    Frank Hawkins 	 	 	 
	Frank
    Hawkins, Director	 	 	 


 




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