EX-3.3
from S-1/A
20 pages
Yield10 Bioscience, Inc. Certificate of Designation of Preferences, Rights and Limitations of Series a Convertible Preferred Stock Pursuant to Section 151 of the Delaware General Corporation Law the Undersigned, Oliver P. Peoples and Lynne H. Brum, Do Hereby Certify That: 1. They Are the President and Secretary, Respectively, of Yield10 Bioscience, Inc., a Delaware Corporation (The “Corporation”). 2. the Corporation Is Authorized to Issue 5,000,000 Shares of Preferred Stock, None of Which Have Been Issued. 3. the Following Resolutions Were Duly Adopted by the Board of Directors of the Corporation (The “Board of Directors”): Whereas, the Certificate of Incorporation of the Corporation Provides for a Class of Its Authorized Stock Known as Preferred Stock, Consisting of 5,000,000 Shares, $0.01 Par Value Per Share, Issuable From Time to Time in One or More Series; Whereas, the Board of Directors Is Authorized to Fix the Dividend Rights, Dividend Rate, Voting Rights, Conversion Rights, Rights and Terms of Redemption and Liquidation Preferences of Any Wholly Unissued Series of Preferred Stock and the Number of Shares Constituting Any Series and the Designation Thereof, of Any of Them; and Whereas, It Is the Desire of the Board of Directors, Pursuant to Its Authority as Aforesaid, to Fix the Rights, Preferences, Restrictions and Other Matters Relating to a Series of the Preferred Stock, Which Shall Consist Of, Except as Otherwise Set Forth in the Underwriting Agreement, Up to Shares of the Preferred Stock Which the Corporation Has the Authority to Issue, as Follows: Now, Therefore, Be It Resolved, That the Board of Directors Does Hereby Provide for the Issuance of a Series of Preferred Stock for Cash or Exchange of Other Securities, Rights or Property and Does Hereby Fix and Determine the Rights, Preferences, Restrictions and Other Matters Relating to Such Series of Preferred Stock as Follows: 1
12/34/56
