Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Kenergy Scientific, Inc.Financial_Report.xls
10-K - KENERGY SCIENTIFIC, INC. 10-K - Kenergy Scientific, Inc.kenergy10k.htm
EX-31.1 - EXHIBIT 31.1 - Kenergy Scientific, Inc.exh31_1.htm
EX-32.1 - EXHIBIT 32.1 - Kenergy Scientific, Inc.exh32_1.htm
EX-10.25 - EXHIBIT 10.25 - Kenergy Scientific, Inc.exh10_25.htm
EX-10.26 - EXHIBIT 10.26 - Kenergy Scientific, Inc.exh10_26.htm
EX-10.28 - EXHIBIT 10.28 - Kenergy Scientific, Inc.exh10_28.htm
EX-10.24 - EXHIBIT 10.24 - Kenergy Scientific, Inc.exh10_24.htm
EX-10.27 - EXHIBIT 10.27 - Kenergy Scientific, Inc.exh10_27.htm
 


 
 
Exhibit 3.5
 
 
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION
 
OF
 
KENERGY SCIENTIFIC, INC.

 
KENERGY SCIENTIFIC, INC., formerly SpeechSwitch Corp., a corporation organized and existing under the laws of the State of New Jersey (the “Corporation”), hereby certifies as follows:
 
1. The name of the corporation is now KENERGY SCIENTIFIC, INC. changed by properly filed and approved Amendment from its original name, SpeechSwitch Corp., on May 5, 2011. The Amended and Restated Certificate of Incorporation of the original Corporation (SpeechSwitch Corp.) was filed by the New Jersey Treasurer on January 10, 2005.
 
2. This Amendment to the Certificate of Incorporation herein certified was authorized by the unanimous written consent of the Board of Directors on November 17, 2011 and adopted by the shareholders through written consent in lieu of meeting of a majority of the voting common stock shares of the Corporation on November 17, 2011 pursuant to the New Jersey Business Corporation Act of the State of New Jersey (the Corporation Law).
 
3. The Amendment to the Certificate of Incorporation herein certified effects the change to Article III Class A Common Stock Shares whereby the number of authorized Class A Common Stock Shares shall be increased from Twenty Five Million (25,000,000) to One Hundred Twenty Five Million (125,000,000). Prior to this Amendment, there were 25,000,000 Class A common stock shares authorized, of which 12,405,788 have been issued. To accomplish the foregoing amendment, the first paragraph of Article III Capital Stock shall be deleted in its entirety and replaced with the following:
 
 
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“The aggregate number of shares which the Corporation shall have authority to issue is 196,000,000 shares of common stock and preferred stock. The stock of this corporation shall be divided into four classes consisting of:
 

 
   Class A Common Stock  125,000,000 shares authorized, no par value per share
   Class B Common Stock   50,000,000 shares authorized, $.01 par value per share
   Class C Common Stock   20,000,000 shares authorized, $.01 par value per share
   Preferred Stock        1,000,000 shares authorized, $1 par value per share, and
     
 

 
IN WITNESS WHEREOF, the Corporation has caused this Amendment
of the Certificate of Incorporation to be executed by a duly authorized officer on
November 17, 2011.



By:  /s/ Kenneth P. Glynn
Kenneth P. Glynn
President and Chief Executive Officer




 
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