STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of
INCORPORATION
of STRATIVATION,
INC.
Strativation,
Inc, (the “Corporation”) a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (“DGCL”) does hereby
certify:
FIRST:
That the Board of Directors of the Corporation, by the unanimous written consent
of its members, filed with the minutes of the Board, adopted resolutions
proposing and declaring advisable the following amendments to the Certificate of
Incorporation of the Corporation:
RESOLVED
FURTHER, that to effectuate the Reverse Split, Article Fourth of the Certificate
of Incorporation, as amended and in effect on the date hereof (the “Certificate
of Incorporation”), be amended by adding the following paragraphs
thereto:
“Upon the
date that this Certificate of Amendment to the Certificate of Incorporation of
the Corporation becomes effective in accordance with the General Corporation Law
of the State of Delaware (the “Effective Date”), each fifty (50) shares of
common stock, par value $0.001 per share (“Old Common Stock”), of the
Corporation issued and outstanding immediately prior to the Effective Date shall
be, without any action of the holder thereof, automatically reclassified as and
converted into one (1) share of common stock, par value $0.001 per share (“New
Common Stock”), of the Corporation,
“Notwithstanding
the immediately preceding paragraph, no fractional shares of New Common Stock
shall be issued to the holders of record of Old Common Stock in connection with
the foregoing reclassification of shares of Old Common Stock, and no
certificates or scrip representing any such fractional shares shall be
issued. In lieu of such fraction of a share, any holder of such
fractional share shall be entitled receive one whole share of the New Common
Stock.
“Each
stock certificate that, immediately prior to the Effective Date, represented
shares of Old Common Stock shall, from and after the Effective Date,
automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been
reclassified. A letter of transmittal will provide the means by which each
holder of record of a certificate that represented shares of Old Common Stock
shall receive, upon surrender of such certificate, a new certificate
representing the number of whole shares of New Common Stock into which the
shares of Old Common Stock represented by such certificate shall have been
reclassified.”
SECOND:
That in lieu of a meeting and vote of the stockholders of the Corporation,
pursuant to Section 228 of the DGCL, a written
consent setting forth resolutions approving the amendments set forth above was
signed by the holders of outstanding common stock having not less than the minimum number of votes
necessary to authorize or
take action at a meeting
at which all shares
entitled to vote thereon were present and voted, and written notice of
the adoption and approval of the amendments has been given as provided in
Section 228 of the DGCL to every stockholder entitled to such
notice.
THIRD:
That the foregoing amendment of the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the
DGCL.
[Remainder
of Page Intentionally Left Blank, Signature Page Follows]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
signed on this 29th day of December, 2006.
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STRATIVATION,
INC.
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By:
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/s/
Silas Phillips |
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Silas
Philips |
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Chief
Executive Officer |
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