AmBase Corp

For the period ended Jun 4, 2024. Filed Apr 3, 2024.

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Jun 4, 2024 · Filed Apr 3, 2024

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Contents

DOES HEREBY CERTIFY:

FIRST: That the first paragraph of Article Fourth, of the Restated Certificate of Incorporation be, and it hereby is, amended to read as follows:

"FOURTH: The total number of shares of all classes of stock which the Company is authorized to issue is 220,000,000. All such shares are to have a par value and are classified as 20,000,000 shares of Cumulative Preferred Stock, each share of such class having a par value of $0.01, and 200,000,000 shares of Common Stock, each share of such class having a par value of $0.01.

SECOND: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

THIRD: That this Certificate of Amendment shall be effective on June [ ], 2024.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment as of this [ ] day of June 2024.

AMBASE CORPORATION

By:	/s/ John Ferrara
	Name: John Ferrara
	Title: Vice President & Chief Financial Officer

ContentsView on SEC.gov

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