EXHIBIT 3(i)(1)
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
2. The certificate of incorporation of the corporation is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of said Article the following new Article:
“FOURTH: (a) The total number of shares of stock which the corporation shall have authority to issue is 525,000,000 of which (i) 500,000,000 shares shall be shares of common stock, par value $0.0001 per share, and (ii) 25,000,000 shares shall be shares of preferred stock, par value $0.0001 per share, issuable in one or more series as hereinafter provided.
(b) Preferred Stock. The Board of Directors is expressly authorized to provide for the issue of all or any shares of the preferred stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Delaware General Corporation Law. The number of authorized shares of preferred stock may be increased or decr eased (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 all of the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
(c) Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of common stock shall have one vote.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
Signed on December 27, 2010
| | /s/ Alexandre Agaian |
| | Alexandre Agaian, President |
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