Attached files

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EXCEL - IDEA: XBRL DOCUMENT - YAPPN CORP.Financial_Report.xls
EX-32.1 - CERTIFICATIONS - YAPPN CORP.f10q0215ex32i_yappncorp.htm
EX-31.1 - CERTIFICATION - YAPPN CORP.f10q0215ex31i_yappncorp.htm
EX-32.2 - CERTIFICATIONS - YAPPN CORP.f10q0215ex32ii_yappncorp.htm
EX-31.2 - CERTIFICATION - YAPPN CORP.f10q0215ex31ii_yappncorp.htm
10-Q - QUARTERLY REPORT - YAPPN CORP.f10q0215_yappncorp.htm

Exhibit 3.4

 

  State of Delaware
  Secretary of State
  Division of Corporations
  Delivered 01:20 PM 12/31/2014
  FILED 01:20 PM 12/31/2014
  SRV 150011187 - 4893182 FILE

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of

Yappn Corp.

 

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:

 

A.            Classes and Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is Four Hundred Fifty Million (450,000,000). The classes and aggregate number of shares of each class (see attached exhibit A)

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

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.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 31st day of December, 2014.

 

  By: /s/ Craig McCannell
    Authorized Officer
     
  Title: Chief Financial Officer
     
  Name Craig McCannell
    Print or Type

 

 
 

 

Exhibit A

 

which the Corporation shall have authority to issue are as follows:

 

  1. Four Hundred Million (400,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”); and

 

  2. Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock").

 

B.            Blank Check Powers. The Corporation may issue any class of the Preferred Stock in any series. The Board of Directors shall have authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each such series when issued shall be designated to distinguish the shares of each series from shares of all other series.