EXHIBIT 3.1

CEDAR REALTY TRUST, INC.

ARTICLES OF AMENDMENT

Cedar Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, at 9:00 a.m. Eastern Time on November 27, 2020 (the “Effective Time”), each share of common stock of the Corporation (the “Common Stock”), $0.06 par value per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into 1/6.6 of a share of Common Stock, $0.396 par value per share, without any further action by the Corporation or the holder thereof.

SECOND: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption of any class or series of stock of the Corporation have not been changed by the foregoing amendment.

THIRD: The amendments to the Charter set forth above have been approved by a majority of the entire Board of Directors and the amendments are limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.

FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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EXHIBIT 3.1

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23rd day of November, 2020.

 

 

 

 

EXHIBIT 3.2

CEDAR REALTY TRUST, INC.

ARTICLES OF AMENDMENT

Cedar Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to, effective as of 9:01 a.m. Eastern Time on November 27, 2020, decrease the par value of the issued and outstanding shares of common stock of the Corporation (the “Common Stock”) from $0.396 par value per share to $0.06 par value per share and, thereby, reduce the aggregate par value of all authorized shares of Common Stock to $9,000,000 and reduce the aggregate par value of all authorized shares to $9,125,000.

SECOND: The amendment to the Charter as set forth above has been approved by a majority of the entire Board of Directors and the amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

THIRD: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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EXHIBIT 3.2

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23rd day of November, 2020.

 

 

 

 

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