Exhibit
3.5
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
MOHEN,
INC.
(a
Delaware Corporation)
The
undersigned, Orville Hagler, hereby certifies that:
1. He
is the Corporate Secretary of Mohen, Inc. (the “Corporation”), a Delaware
corporation, and is duly authorized by the Board of Directors of the Corporation
to execute this instrument.
2. The
present name of the Corporation is “Mohen, Inc.” The Corporation
filed its Certificate of Incorporation with the Secretary of State of the
State
of Delaware on June 16, 2004 under the name “Mohen Entertainment Portals,
Inc.”
3. This
Certificate of Amendment of the Certificate of Incorporation was duly approved
by the Corporation’s Board of Directors and duly adopted by written consent of
the stockholders of the Corporation in accordance with the applicable provisions
of Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
The
name of the corporation is
SpiralFrog, Inc. (the “Corporation”).
“FOURTH: The
Corporation is authorized to issue two classes of stock. One class of stock
shall be Common Stock, par value $0.001. The second class of stock shall
be
Preferred Stock, par value $0.01. The Preferred Stock, or any series
thereof, shall have such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions providing
for the
issue of such stock adopted by the Board of Directors and may be made dependent
upon facts ascertainable outside such resolution or resolutions of the Board
of
Directors, provided that the matter in which such facts shall operate upon
such
designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of stock is clearly and expressly set
forth
in the resolution or resolutions providing for the issuance of such stock
by the
Board of Directors. The total number of shares of stock of each class
which the Corporation shall have authority to issue and the par value of
each
share of each class of stock are as follows:
|
Class
|
|
Par
Value
|
|
|
Authorized
Shares
|
|
|
Common
|
|
$ |
0.001
|
|
|
|
150,000,000
|
|
|
Preferred
|
|
$ |
0.01
|
|
|
|
40,000,000
|
|
|
Totals:
|
|
|
|
|
|
|
190,000,000
|
|
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Certificate of Incorporation to be executed this 6th day of
August
2007.
Vice
President and
Secretary
