SECTION 5.07 –Submission of Matters
to a Vote of Shareholders
A
Special Meeting of the Shareholders of TRISTAR WELLNESS SOLUTIONS, INC. (the “Company”) was held at 10:00 AM EST on
December 21, 2017. The Special Meeting of Shareholders was noticed by mail to shareholders of record as of December 8, 2017. The
notice was mailed to shareholders on or about December 11, 2017.
Mr.
Thomas S. Gallagher, Esq., the Company’s outside legal counsel, confirmed that there were present at the Company’s
Special Meeting shareholders holding 109,576,177 votes out of a total of 173,063,390 votes authorized to vote on all matters coming
before the shareholders for a vote. The 109,576,177 votes represented 63.3% of all votes authorized to vote at the meeting. Mr.
Gallagher, as inspector of elections, declared that based on the number of votes present at the Special Meeting a quorum existed
and that the Special Meeting could thus proceed.
SECTION
5.03 Amendments to the Articles of Incorproation
The
Special Meeting was then called to order by Mr. Robert Ramsey, the Chief Executive Officer (“CEO”) and a Director
of the Company. The first matter to come before the shareholders was the consideration and approval of the amended and restated
bylaws of the Company which had been approved by the Company’s Board of Directors. A vote was called and 109,576,177 votes,
constituting 100% of the votes present at the Special Meeting and 63.3% of all votes eligible to vote, voted in favor of the amendment
and restatement of the bylaws as presented. There were no votes cast against the proposed amended and restated bylaws. The amended
and restated bylaws became effective immediately.
The
second matter to come before the Special Meeting of Shareholders was the amendment of the Company’s Articles of Incorporation
to change the name of the Company to InveriTech Solutions, Inc. A vote of the shareholders was called and all 109,576,177 votes
or 100% of the votes present at the Special Meeting (and 63.3% of all votes eligible to be cast), voted in favor of the amendment
to the Company’s Articles of Incorporation. There were no votes cast against the amendment nor were there any abstentions.
The amendment of the Articles of Incorporation will become effective upon the filing of the amendment to the certificate of incorporation
with the Nevada Secretary of State and the receipt of any necessary regulatory approvals, including receipt of a new stock trading
symbol.
The
third matter to be considered and voted on by the shareholders at the Special Meeting was the amendment of the Company’s
Articles of Incorporation to approve a reverse stock split of the Company’s issued and outstanding shares of common stock,
par value $0.0001per share (the “Common Stock”) under which each twenty (20) shares of Company Common Stock par $0.0001
will be exchanged for one (1) share of Common Stock par value $0.0001. A vote of the shareholders was called and 109,576,177 votes
representing 100% of the votes present at the Special Meeting (and 63.3% of all votes eligible to cast a vote) voted for the amendment
to the Articles of Incorporation, and no votes were cast against or abstained. This amendment to the Company’s Articles
of Incorporation shall take effect upon filing with the Nevada Secretary of State and the receipt of any necessary regulatory
approvals.
The
fourth matter to be considered by the shareholders at the Special Meeting was the amendment of the Company’s Articles of
Incorporation to authorize the increase in the number of authorized shares of Capital Stock from 60,000,000 with 50,000,000 shares
of $0.0001 par value Common stock and 10,000,000 shares $0.0001 par value preferred stock to 400,000,000 shares of capital stock
consisting of 380,000,000 shares of $0.0001 par value Common Stock of the Company and 20,000,000 shares of $0.0001 par value preferred
stock. A vote of the shareholders was called and 109,576,177 votes representing 100% of the votes present at the Special Meeting
(and 63.3% of all votes eligible to cast a vote) voted for the amendment to the Articles of Incorporation, and no votes were cast
against or abstained. This amendment to the Company’s Articles of Incorporation shall take effect upon filing with the Nevada
Secretary of State and the receipt of any necessary regulatory approvals.
The
fifth matter to be considered by the shareholders at the Special Meeting was the ratification and approval of the employment agreement
for Mr. Robert Ramsey, CEO of the Company, which had already been approved by the Company’s Board of Directors. A vote of
the shareholders was called and 109,576,177 votes representing 100% of the votes present at the Special Meeting (and 63.3% of
all votes eligible to cast a vote) voted for ratification and approval of Mr. Ramsey’s employment agreement with the Company,
and no votes were cast against or abstained.
The
sixth and final matter to be considered by the shareholders at the Special Meeting was the approval of a resolution directing
the Company’s officers and directors undertake such actions as may be necessary or deemed appropriate to carry out the resolutions
approved at the Special Meeting. A vote of the shareholders was called and 109,576,177 votes representing 100% of the votes present
at the Special Meeting (and 63.3% of all votes eligible to cast a vote) voted for approval of the resolution, and no votes were
cast against or abstained.
There
being no further business, the Special Meeting was adjourned at 10:45 AM EST.
