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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
XSTREAM SYSTEMS, INC.
TO THE
CERTIFICATE OF INCORPORATION
OF
XSTREAM SYSTEMS, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
November 9, 2009
The undersigned, being a duly authorized officer of XStream Systems, Inc., a Delaware
corporation (the “Corporation”), does hereby certify as follows:
1. The following resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation and declaring the proposed amendment to be advisable and in the
best interest of the Corporation was duly adopted by unanimous written consent of the Board of
Directors of the Corporation:
RESOLVED, that, the Board hereby proposes and declares it to be advisable and in the best
interests of the Corporation to amend the Certificate of Incorporation of the Corporation by
deleting Section A of the Article numbered “FOURTH” in its entirety and by substituting in lieu
thereof the following:
“A. Classes of Stock. The Corporation is authorized to issue two
classes of stock to be designated, respectively, “Common Stock” and “Preferred
Stock.”
1. Common Stock. The total number of shares of Common Stock that
the Corporation is authorized to issue is Sixty Million (60,000,000) shares,
each with a par value of $.0001 per share.
2. Preferred Stock. The total number of shares of Preferred Stock
that the Corporation is authorized to issue is Six Million (6,000,000) shares,
each with a par value of $.0001 per share.”
2. That the holders of a majority of the outstanding shares of Common Stock of the Corporation
have given their written consent to the foregoing amendment and that all non-consenting
stockholders of the Corporation have received prompt notice of the action taken by the majority
stockholders in accordance with applicable provisions of Section 228 of the General Corporation Law
of the State of Delaware (the “DGCL”).
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3. That the foregoing amendment was duly adopted in accordance with the applicable provisions
of Section 242 of the DGCL.
4. That this Certificate of Amendment shall become effective upon its filing in the office of
the Secretary of State of the State of Delaware.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as
of the date first above written.
| XSTREAM SYSTEMS, INC. |
||||
| By: | /s/ Anthony Chidoni | |||
| Name: | Anthony Chidoni | |||
| Title: | Secretary | |||
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