Exhibit 3.2
AMENDMENT TO THE AMENDED AND RESTATED
OF
CHANGING WORLD TECHNOLOGIES, INC.
CHANGING
WORLD TECHNOLOGIES, INC. (the “Corporation”), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the “GCL”), does
hereby certify as follows:
2. This Amendment to the Certificate was duly adopted in accordance
with the provisions of Sections 228, 242 and 245 of the GCL.
3. The Certificate is hereby amended as follows:
The first paragraph of article FOURTH is hereby deleted and restated in its
entirety to read:
“FOURTH: The total number of shares of all classes of stock that the Corporation shall
have authority to issue is 3,445,081 shares, which shall consist of two classes: (i) Common
Stock, par value $0.01 per share (“Common Stock”); and (ii) Preferred Stock, par value $0.01
per share (the “Preferred Stock”). The total number of shares of each class of capital stock
which the Corporation shall have authority to issue is 3,000,000 shares of Common Stock and
445,081 shares of Preferred Stock. The Preferred Stock shall be designated as set forth
below.”
4. This Certificate of Amendment shall be effective upon the filing
hereof.
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IN WITNESS WHEREOF, the Corporation has duly executed this Certificate of Amendment, this 15th
day of September, 2004.
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By: |
/s/
Alan Libshutz |
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Name: |
Alan Libshutz |
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Title: President |
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