Exhibit EX-3.(i).3
CERTIFICATE OF AMENDMENT FILED# C501-86
OF ARTICLES OF INCORPORATION JUL 27 2000
OF AT THE OFFICE OF
BRIGHTCUBE CALIFORNIA, INC. /s/ Dean Heller
A NEVADA CORPORATION DEAN HELLER
SECRETARY OF STATE
I, Jack Marshall, the President, Treasurer, Chief Executive Officer and Director
of PHOTOLOFT.COM, do hereby certify:
1. That the Board of Directors of said corporation by unanimous written
consent dated as of June 8, 2000, adopted a resolution to amend the original
articles as follows:
Article I is hereby amended to read, in its entirety, as follows:
"The name of the Corporation shall be Photoloft, Inc."
Article IV is hereby amended to read, in its entirety, as follows:
"Common. The aggregate number of common shares which this Corporation
shall have authority to issue is 200,000,000 shares of Common Stock
having a par value of $.001 per share. All Common Stock of the
Corporation shall be of the same class, common, and shall have the
same rights and preferences. Fully-paid Common Stock of this
Corporation shall not be liable to any further call or assessment.
"Preferred. The Corporation shall be authorized to issue 500,000
shares of Preferred Stock having a par value of $.001 per share and
with such rights, preferences and designations determined by the Board
of Directors."
2. That the number of shares of the corporation outstanding and entitles to vote
on an amendment to the Articles of Incorporation at the time of the adoption of
this amendment was is 13,715,975.
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF FILED # C 501-86
PHOTOLOFT, INC. AUG 01 2000
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
Edward C. MacBeth and Jack Marshall certify that:
1. They are the President, Chief Executive Officer and Assistant
Secretary, respectively, of Photoloft, Inc., a corporation organized and
existing under the State of Nevada (the "Company").
2. The instrument being constructed is entitled "Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred Stock of
Photoloft.com", and said instrument was filed with the Secretary of the State of
Nevada on May 17, 2000.
3. Section 2(d)(i) of said Certificate of Designation originally
read as follows:
(i) Holder(s) Delivery Requirements. To convert Series B Preferred Shares
--------------------------------
into full shares of Common Stock at any time within thirty (30) days of the date
hereof (and, in no case later than the thirtieth (30th) day after the date
hereof) (the "Conversion Date"), the holder(s) thereof shall (A) deliver or
transmit by facsimile, for receipt on or prior to 11:59 p.m., Eastern Standard
Time, on such date, a copy of a fully executed notice of conversion in the form
attached hereto (the "Conversion Notice") to the Company or its designated
transfer agent (the "Transfer Agent"), and (B) surrender to a common carrier for
delivery to the Company or the Transfer Agent as soon as practicable following
such date, the original certificates representing the Series B Preferred Shares
being converted (or an indemnification undertaking with respect to such shares
in the case of their loss, theft or destruction) (the "Preferred Stock
Certificates") and the originally executed Conversion Notice.
4. Section 2(d)(i) of said Certificate of Designation, as corrected,
should read as follow:
(i) Holder(s) Delivery Requirements. To convert Series B Preferred Shares
--------------------------------
into full shares of Common Stock at any time within thirty (30) days of the date
of issuance of the Series B Preferred Shares (and, in no case later than the
thirtieth (30th) day after the date of issuance) (the "Conversion Date"), the
holder(s) thereof shall (A) deliver or transmit by facsimile, for receipt on or
prior to 11:59 p.m., Eastern Standard Time, on such date, a copy of a fully
executed notice of conversion in the form attached hereto (the "Conversion
Notice") to the Company or its designated transfer agent (the "Transfer Agent"),
and (B) surrender to a common carrier for delivery to the Company or the
Transfer Agent as soon as practicable following such date, the original
certificates representing the Series B Preferred Shares being converted (or an
indemnification undertaking with respect to such shares in the case of their
loss, theft or destruction) (the "Preferred Stock Certificates") and the
originally executed Conversion Notice.
The reason for said change is due to a clerical error.
5. Section 2(e) of said Certificate of Designation originally read as
follows:
(e) Mandatory Conversion. On the first to occur of (i) the thirtieth (30th)
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day from the date hereof or (ii) a sale of all or substantially all of the
Company's assets to another Person (as defined below) or a merger or similar
transaction which is effected in such a way that the Company is not the
surviving entity or shares of Common Stock of the Company are to be cancelled in
exchange for value (referred to herein as in "Organic Change") (for purposes of
this Agreement, "Person" shall mean an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government of any department or agency thereof), then all
such Series B Preferred Shares shall be automatically be converted as of such
date (all Series B Preferred Shares shall be converted as of the closing of said
Organic Change as if the holder(s) of such Series B Preferred Shares had given
the Conversion Notice on the date of such closing and the Conversion Date had
been fixed as of the date of such closing) in accordance with this Section 2,
and all holders of Series B Preferred Shares shall within two (2) business days
thereafter surrender all Preferred Stock Certificates, duly endorsed for
cancellation, to the Company or its Transfer Agent. No person shall there after
have any rights in respect of Series B Preferred Shares, except the right to
receive shares of Common Stock on conversion thereof as provided in this Section
2.
6. Section 2(e) of said Certificate of Designation, as corrected, should
read as follows;
(e) Mandatory Conversion. On the first to occur of (i) the thirtieth (30th)
day from the date of issuance of the Series B Preferred Shares or (ii) a sale of
all or substantially all of the Company's assets to another Person (as defined
below) or a merger or similar transaction which is effected in such a way that
the Company is not the surviving entity or shares of Common Stock of the Company
are to be cancelled in exchange for value (referred to herein as in "Organic
Change") (for purposes of this Agreement, "Person" shall mean an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government of any department or
agency thereof), then all such Series B Preferred Shares shall be automatically
be converted as of such date (all Series B Preferred Shares shall be converted
as of the closing of said Organic Change as if the holder(s) of such Series B
Preferred Shares had given the Conversion Notice on the date of such closing and
the Conversion Date had been fixed as of the date of such closing) in accordance
with this Section 2, and all holders of Series B Preferred Shares shall within
two (2) business days thereafter surrender all Preferred Stock Certificates,
duly endorsed for cancellation, to the Company or its Transfer Agent. No person
shall thereafter have any rights in respect of Series B Preferred Shares, except
the right to receive shares of Common Stock on conversion thereof as provided in
this Section 2.
The reason for said change is due to a clerical error.
7. That said Sections, as corrected, conform the wording of the amended
Sections to that adopted by the Board of Directors of the Company.
FILED # C501-86
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DEC 08 2000
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
PHOTOLOFT, INC.
The undersigned, Edward C. MacBeth and Brian Dowd, the duly elected
President and Secretary, respectively, of Photoloft, Inc., a Nevada corporation
(the "Corporation"), do hereby certify that:
1. Article I of the Corporation's Articles of Incorporation has been
amended to read, in its entirety, as follows:
"ARTICLE I - NAME
The name of the corporation is Brightcube, Inc."
2. The foregoing amendment has been duly adopted and approved by the
directors and stockholders of the Corporation in accordance with the provisions
of Section 78.390 of the Nevada Revised Statutes.
3. The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Corporation's Articles of Incorporation at the time
of the adoption of the foregoing amendment was 51,577,943.
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4. The number of shares voting in favor of this amendment in accordance
with Section 78.302(2) of the Nevada Revised Statutes was 27,914,023, which
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constituted a majority of the shares outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment as of the 15th day of November, 2000.
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/s/ Edward C. MacBeth, President
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Edward C. MacBeth, President
/s/ Brian Dowd, Secretary
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Brian Dowd, Secretary