Attached files
Exhibit 3.3
State of Delaware | ||||
Secretary of State | ||||
Division of Corporations | ||||
Delivered 06:20 PM 12/17/2007 | ||||
FILED 06:10 PM 12/17/2007 | ||||
SRV 071332309 3808804 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
XSTREAM SYSTEMS, INC.
(a Delaware corporation)
(a Delaware corporation)
XSTREAM SYSTEMS, INC., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the Corporation), does hereby certify:
FIRST: That the Board of Directors of the Company adopted by written consent resolutions
setting forth a proposed amendment of the Certificate of Incorporation of the Corporation,
declaring amendment to be advisable and recommending the stockholders of the Corporation
approve the amendment. The resolution setting forth the proposed amendment is as follows:
RESOLVED. that the Certificate of Incorporation of this Corporation be amended by
changing Section A of the Article thereof numbered FOURTH so that, as amended, said Section
of A of Article FOURTH shall be and read as follows:
FOURTH: CAPITAL STOCK
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 Thirty Million
(30,000,000) 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.
SECOND: That thereafter, the amendment was duly adopted by the written consent of the
holders of not less than a majority of the outstanding stock entitled to vote thereon and
that prompt written notice of the corporate action shall be given to those stockholders who
have not consented in writing, all in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware
THIRD: That said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed this
17th day of December, 2007.
XSTREAM SYSTEMS. INC. |
||||
By: | /s/ Roger Goldbaum | |||
Name: | Roger Goldbaum | |||
Title: | Chief Financial Officer | |||