Exhibit 3.1
Exhibit A
Certificate of Amendment
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CLAIMSNET.COM, INC.
I.
The name of the corporation is “Claimsnet.com, inc.”, a Delaware corporation (the “Corporation”).
The Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on January 19, 1988 (the “Certificate of Incorporation”), and was most recently amended on April 1, 1999. The Certificate of Incorporation as amended is referred to herein as the “Amended Certificate of Incorporation.”
II.
The Amended Certificate of Incorporation is hereby amended by adding thereto an Article thereof numbered “TWELFTH” to be and read in its entirety as follows:
“TWELFTH. One-for-Two Hundred Reverse Stock Split. Each two hundred shares of Common Stock held of record or held in the Corporation’s treasury as of the Effective Time (the “Old Common Stock”) shall be automatically reclassified and converted without further action by the Corporation or its stockholders, into one fully paid and non-assessable share of Common Stock. No fractional share of Common Stock shall be issued to any holder of record of Old Common Stock upon such reclassification and conversion. From and after the Effective Time, stockholders shall have no further interest with respect of any such fractional share and, in lieu thereof, the number of shares of Common Stock to be issued to each Shareholder will be rounded up to the nearest whole number; provided, however, that the maximum aggregate resulting shares of Common Stock shall be 178,250 shares.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified; provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall be issued, upon surrender of such certificate, a new certificate or certificates representing the appropriate number of whole shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified.
Nothing contained in this Article TWELFTH is intended to amend or modify any other paragraph of this Amended Certificate of Incorporation.”
III.
This Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) shall be filed with the Delaware Secretary of State and be effective as of the filing date (the “Effective Time”).
IV.
The Board approved the Reverse Stock Split and this Amendment, and recommended that the Reverse Stock Split and this Amendment be submitted to the stockholders of the Corporation for approval. The holders of a majority of the issued and outstanding shares of Common Stock and Preferred Stock entitled to vote hereon have approved the Reverse Stock Split and the Amendment by written consent in lieu of special meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware (“DGCL”).
V.
Said Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
In witness whereof, the Corporation has caused this Amendment to be executed on the ______ day of June, 2013.
| Claimsnet.com, Inc.
a Delaware corporation
By: _________________________
Print Name: Stuart G. Hagler
Title: Chief Executive Officer |
Exhibit B
Certificate of Amendment
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CLAIMSNET.COM, INC.
I.
The name of the corporation is “Claimsnet.com, inc.”, a Delaware corporation (the “Corporation”).
The Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on January 19, 1988 (the “Certificate of Incorporation”), and was most recently amended on April 1, 1999. The Certificate of Incorporation as amended is referred to herein as the “Amended Certificate of Incorporation.”
II.
Article FIRST of the Amended Certificate of Incorporation is hereby amended be read in its entirety as follows:
“FIRST. The name of the corporation is TransCoastal Corporation (the “Corporation”).”
III.
Article FOURTH of the Amended Certificate of Incorporation is hereby amended to read only in part as follows:
"A. The aggregate number of shares which the Corporation shall have the authority to issue is 275,000,000, at $.001 par, of which 250,000,000 shares shall be designated "Common Shares" and 25, 000,000 shares shall be designated "Preferred Shares"."
IV.
This Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) shall be filed with the Delaware Secretary of State and be effective as of the filing date (the “Effective Time”).
V.
The Board approved this Amendment, and recommended that this Amendment be submitted to the stockholders of the Corporation for approval. The holders of a majority of the issued and outstanding shares of Common Stock and Preferred Stock entitled to vote hereon have approved this Amendment by written consent in lieu of special meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware (“DGCL”).
V.
Said Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
In witness whereof, the Corporation has caused this Amendment to be executed on the _______ day of _________, 2013.
| Claimsnet.com, Inc.
a Delaware corporation
By: _________________________
Print Name: Stuart G. Hagler
Title: Chief Executive Officer |
