Exhibit 2.1

EXHIBIT A

Section 1 and Section 2(a) of the Certificate of Designation of Series X Convertible Preferred Stock of RMX Industries, Inc. (the “Certificate of Designation”) are amended and restated in their entirety as follows:

Section 1. Designation and Amount. There is hereby created out of the authorized and unissued shares of the preferred stock of the Corporation a series of preferred stock designated as the “Series X Convertible Preferred Stock,” $0.001 par value per share (the “Series X Preferred Stock”). The number of shares constituting such series shall be 6,000. The stated value of the each of Series X Preferred Stock is $3.85 (as the same may be adjusted for stock splits, stock combinations, recapitalizations or similar transactions with respect to the Series X Preferred Stock, the “Stated Value”). Capitalized terms not defined herein shall have the meaning as set forth in Section 9 below.

Section 2. Voting Rights.

(a) Other than as set forth in Section 2(b), each share of Series X Preferred Stock shall be entitled to 15,000 votes per share held, for a total of 90,000,000 votes. The Series X Preferred Stock shall vote on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, and shall vote together with the Common Stock, or any class thereof, as applicable, on such matters for as long as the shares of Series X Preferred Stock remain issued and outstanding. The Series X Preferred Stock shall not have the right to vote on any matter for which solely another class of preferred stock of the Corporation is entitled to vote pursuant to the Certificate of Designation of such other class of preferred stock of the Corporation. Notwithstanding anything to the contrary, the validity of any vote cast by a holder of Series X Preferred Stock shall not be affected by the existence of any interest, financial or otherwise, that such holder may have in the outcome of the matter being voted upon, whether in such holder’s capacity as a shareholder or, if applicable, as a director or officer of the Corporation.