STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:54 PM 11/27/2002
020734214 - 2957660
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF TEXXAR INC.
Texxar Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
First: that
Article FOURTH is hereby amended to read as follows:
This corporation shall have the authority to issue two classes of capital
stock the total of which shall be 55,000,000 shares. The classification and par
value of 50,000,000 shares shall be common voting stock having a par value of
$.001 per share, and each share shall be entitled to the same dividend,
liquidation, and voting rights; the classification and par value of 5,000,000
shares shall be preferred stock having a par value of $.001 per share. Said
preferred stock may be issued from time to time in one or more classes or series
with such dividend rates, voting rights, rights of conversion, rights upon
dissolution or liquidation, and with such designations or restrictions thereof
as shall be determined by resolution adopted by the Board of Directors at the
time such stock is issued without further approval of the shareholders.
A new Article SEVENTH is hereby adopted to read as follows:
Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Delaware General Corporation Law or on the application of
trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Delaware General Corporation
Law order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement of the Corporation as
consequence and to any reorganization of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
A new Article EIGHTH is hereby adopted to read as follows:
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware General Corporation Law, as the
same may be amended and supplemented.
A new Article NINTH is hereby adopted to read as follows:
The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action In another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.
Second: that the necessary number of shares as required by statute
consented in writing on January 8th, 2003, to the amendment pursuant to Section
228 of the General Corporation Law of the State of Delaware.
Third: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said Texxar Inc. has caused its corporate seal to be
affixed and this certificate to be signed by Aron Govil, its President, and
Vandana Govil, its secretary, this 9th day of January, 2003.
By: /s/Aron Govil
President
` By: /s/Vandana Govil
Secretary