GRNF GRN Holding Corporation (PK)

Item 3.03 -  Material Modification to Rights of Security Holders

(a) On August 22, 2020, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Registrant’s articles of incorporation to increase the Company’s authorized shares from a total of 260,000,000 shares, consisting of 250,000,000 common shares and 10,000,000 preferred shares, each with a par value of $0.001 per share, to a total of 760,000,000 shares, consisting of 750,000,000 common shares and 10,000,000 preferred shares, each with a par value of $0.001 per share. The Board of Directors thereafter called for and convened a special meeting of the stockholders. On August 22, 2020, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Registrant’s articles of incorporation to so increase the number of authorized shares consistent with the recommendation of the Board of Directors.

(b) On August 22, 2020, the Board of Directors unanimously adopted a resolution amending the Company’s articles of incorporation to designate a class of preferred stock as: “Series “A” Preferred Stock,” consisting of one hundred (100) shares. The material preferences qualified by the Series “A” Preferred Stock include: (i) Upon liquidation, the holders of Shares of Series “A” Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities; (ii) Each holder of outstanding Shares of Series “A” Preferred Stock shall be entitled to a voting preference on any matter brought before the stockholders under the Company’s articles, by-laws or Nevada law, providing the holders of “Series “A” Preferred Stock” with not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all such shares entitled to vote thereon were present and voted. For the avoidance of doubt, in any matter presented to the stockholders for their consideration and action, in a noticed meeting, special meeting or by written consent, the holder of the Series “A” Preferred Stock shall be entitled to cast that number of votes equal to the total number of votes cast, plus one share to equal to a majority of the shares eligible to vote on any matter, consistent with Section 2.8 of the Corporation’s By Laws. Each holder of outstanding Shares of Series “A” Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation's bylaws. The Board of Directors issued all one hundred shares to Justin Costello.