Attached files

file filename
EX-23.8 - EX-23.8 - FOTV Media Networks Inc.d12707dex238.htm
EX-23.7 - EX-23.7 - FOTV Media Networks Inc.d12707dex237.htm
EX-23.6 - EX-23.6 - FOTV Media Networks Inc.d12707dex236.htm
EX-23.5 - EX-23.5 - FOTV Media Networks Inc.d12707dex235.htm
EX-23.4 - EX-23.4 - FOTV Media Networks Inc.d12707dex234.htm
EX-23.3 - EX-23.3 - FOTV Media Networks Inc.d12707dex233.htm
EX-23.2 - EX-23.2 - FOTV Media Networks Inc.d12707dex232.htm
EX-21.1 - EX-21.1 - FOTV Media Networks Inc.d12707dex211.htm
EX-14.2 - EX-14.2 - FOTV Media Networks Inc.d12707dex142.htm
EX-14.1 - EX-14.1 - FOTV Media Networks Inc.d12707dex141.htm
EX-10.17 - EX-10.17 - FOTV Media Networks Inc.d12707dex1017.htm
EX-10.16 - EX-10.16 - FOTV Media Networks Inc.d12707dex1016.htm
EX-10.15 - EX-10.15 - FOTV Media Networks Inc.d12707dex1015.htm
EX-10.14 - EX-10.14 - FOTV Media Networks Inc.d12707dex1014.htm
EX-10.13 - EX-10.13 - FOTV Media Networks Inc.d12707dex1013.htm
EX-10.11 - EX-10.11 - FOTV Media Networks Inc.d12707dex1011.htm
EX-10.10 - EX-10.10 - FOTV Media Networks Inc.d12707dex1010.htm
EX-10.9 - EX-10.9 - FOTV Media Networks Inc.d12707dex109.htm
EX-10.8 - EX-10.8 - FOTV Media Networks Inc.d12707dex108.htm
EX-10.7 - EX-10.7 - FOTV Media Networks Inc.d12707dex107.htm
EX-10.6 - EX-10.6 - FOTV Media Networks Inc.d12707dex106.htm
EX-10.5 - EX-10.5 - FOTV Media Networks Inc.d12707dex105.htm
EX-10.4 - EX-10.4 - FOTV Media Networks Inc.d12707dex104.htm
EX-10.3 - EX-10.3 - FOTV Media Networks Inc.d12707dex103.htm
EX-10.2 - EX-10.2 - FOTV Media Networks Inc.d12707dex102.htm
EX-10.1 - EX-10.1 - FOTV Media Networks Inc.d12707dex101.htm
EX-5.1 - EX-5.1 - FOTV Media Networks Inc.d12707dex51.htm
EX-4.2 - EX-4.2 - FOTV Media Networks Inc.d12707dex42.htm
EX-4.1 - EX-4.1 - FOTV Media Networks Inc.d12707dex41.htm
EX-3.6 - EX-3.6 - FOTV Media Networks Inc.d12707dex36.htm
EX-3.5 - EX-3.5 - FOTV Media Networks Inc.d12707dex35.htm
EX-3.4 - EX-3.4 - FOTV Media Networks Inc.d12707dex34.htm
EX-3.2 - EX-3.2 - FOTV Media Networks Inc.d12707dex32.htm
EX-3.1 - EX-3.1 - FOTV Media Networks Inc.d12707dex31.htm
EX-2.2 - EX-2.2 - FOTV Media Networks Inc.d12707dex22.htm
EX-2.1 - EX-2.1 - FOTV Media Networks Inc.d12707dex21.htm
S-1 - FORM S-1 - FOTV Media Networks Inc.d12707ds1.htm

Exhibit 3.3

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

FILMON.TV NETWORKS INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware

It is hereby certified that:

1. The name of the corporation is: FilmOn.TV Networks Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 22, 2011 and a Certificate of Amendment of the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 23, 2012.

2. The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment is to reflect a reverse stock split, with a ratio of 0.375:1, of the Corporation’s Common Stock, par value $0.001 per share, so that each one (1) issued and outstanding or treasury share of the Corporation’s Common Stock will become 0.375 of an issued and outstanding or treasury share of the Corporation’s Common Stock.

3. To accomplish the foregoing amendments, the Corporation’s Certificate of Incorporation is hereby amended by striking the article “FOURTH” thereof, so that, as amended, said article “FOURTH” shall read in its entirety, as follows:

FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 100,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”). The Corporation may issue fractions of a share. The number of authorized shares of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote, irrespective of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

Simultaneously with this Certificate of Amendment to the Corporation’s Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each one (1) share of Common Stock of the Corporation issued and outstanding or held as treasury shares immediately prior to the Effective Time (the “Old Common Stock”) shall automatically be reclassified and continued, without any action on the part of the holder thereof (the “Reverse Split”), as 0.375 of a share of post-Reverse Split Common Stock (the “New Common Stock”). The Corporation shall round up any fractional shares of New Common Stock, on account of the Reverse Split, to the nearest whole share of Common Stock.

Each stock certificate that immediately prior to the Effective Time represented shares of the Old Common Stock shall, from and after the Effective Time, be exchanged for a stock certificate that represents that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified; provided however, that the Reverse Split will occur without any further action on the part of the stockholders and without regard to the date or dates on which certificates formerly representing shares of Old Common Stock are physically surrendered. Upon the consummation of the Reverse Split, each certificate formerly representing shares of Old Common Stock, until surrendered and exchanged for a certificate representing shares of New Common Stock will be deemed for all corporate purposes to evidence ownership of the resulting number of shares of New Common Stock.”


4. The amendments of the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment were duly authorized by the Board of Directors of the Corporation and the stockholder holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote thereon by written consent in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

5. The foregoing amendments shall be effective as of the time this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, FilmOn.TV Networks Inc. has caused this Certificate of Amendment to be signed by Alkiviades David, its Chairman and Chief Executive Officer, this 10th day of November 2015.

 

FILMON.TV NETWORKS INC.
By:   /s/ Alkiviades David
Name:   Alkiviades David
Title:   Chairman and Chief Executive Officer