| | | State of Delaware Secretary of State Division of Corporations Delivered 08:13 AM 07/27/2016 FILED 08:13 AM 07/27/2016 SR 20165090529 – File Number 4673115 |
CERTIFICATEOFAMENDMENT
TOTHECERTIFICATEOFINCORPORATIONOF
INNOVATIVE PRODUCT OPPORTUNITIES INC
Innovative Product Opportunities Inc.filedaCertificateofIncorporationwiththeSecretaryofStateofDelawareonApril 3,2009, a Certificate of Designation on August 6,2013, a Certificate of Amendment to the CertificateofIncorporation on August 8, 2013 and a Certificate of Amendment to the Certificate of Incorporation on May 30, 2014. Following is an amendment to the Certificate of Incorporation as amended:
It isherebycertifiedthat:
1. The Certificate of Incorporation is hereby amended by changing Article ONE so that, as amended, said Article shall be and read as follows:
“ONE: The name of the Corporation shall be TWO HANDS CORPORATION.”
2.TheCertificateofIncorporationis herebyamendedbyreplacingArticleFOURtoread as follows:
"FOUR: The total number of shares of stock which the corporation shall have authority to issue is: three billion and one million (3,001,000,000) shares, consisting of a class of three billion (3,000,000,000) shares of Common Stock, par value of $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value of $0.01 per share.
The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series.
The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series. The Board of Directors shall have the authority to determine the number of shares that will comprise each series. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any share thereof, the designations, powers, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:
(a) The rate and manner of payment of dividends, if any;
(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c) The amount payable for shares in the event of liquidation, dissolution or other winding up of the Corporation;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted or exchanged;
(f) Voting rights, if any; and
(g) Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware.
Upon the Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Date"), every two thousand issued and outstanding shares of the Corporation will be combined into and automatically become one outstanding share of Common Stock of the Corporation and the authorized shares of the Corporation shall remain as set forth in this Certificate of Incorporation. No fractional share shall be issued in connection with the foregoing stock sp1it: all shares of Common Stock so split that are held by a stockholder wil1 be aggregated subsequent to the foregoing split and each fractional share resulting from such aggregation of each series held by a stockholder will be rounded to the nearest whole share. Shares of Common Stock that were outstanding prior to the Effective Date and that are not outstanding after the Effective Date shall resume the status of authorized but unissued shares of Common Stock."
3.PursuanttoaresolutionofitsBoardof Directors,awrittenconsentofamajorityofstockholders was
obtainedinaccordancewithDelawareGeneralCorporationLawpursuanttowhichatotalof 1,235,234,494 votes,constituting50.76%ofthe total votes entitled to becast ontheaction were voted infavorofthe Amendment.
4.TheCertificateofAmendmentoftheCertificateofIncorporationwasdulyadoptedinaccordancewith the provisions of Section242 of the General Corporation Law of the Stateof Delaware.
5.InaccordancewithSection103(d)ofthe GeneralCorporationLawoftheStateofDelaware,this
CertificateofAmendmentshallbeeffectiveonAugust 16, 2016.
Signed this 27thdayofJuly,2016.
Innovative Product Opportunities, Inc.
/s/ Nadav Elituv
Nadav Elituv
ChiefExecutiveOfficerandChairmanoftheBoard of Directors
