CERTIFICATE
OF AMENDMENT
TO
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
NOVELOS
THERAPEUTICS, INC.
Pursuant
to Section 242
of
the
General Corporation Law
of
the
State of Delaware
Novelos
Therapeutics, Inc., a corporation organized and existing under the laws of
the
State of Delaware (the “Corporation”),
does
hereby certify as follows:
1.A
resolution was duly adopted by written consent of the Board of Directors of
the
Corporation, pursuant to Section 242 of the General Corporation Law of the
State
of Delaware, setting forth an amendment to the Amended and Restated Certificate
of Incorporation of the Corporation and declaring said amendment to be
advisable. The stockholders of the Corporation duly approved said proposed
amendment at a meeting duly held on July 16, 2007 at which a quorum was present
and acting throughout and in accordance with the provisions of Section 242
of
the Delaware General Corporation Law, and written notice of such action has
been
provided to those stockholders who did not consent in writing to such action.
The resolution setting forth the amendment is as follows:
RESOLVED,
that
the Amended and Restated Certificate of Incorporation of the Corporation be
amended by deleting Article FOURTH thereof in its entirety and substituting
therefor the following new article FOURTH:
FOURTH: The
aggregate number of shares of stock that the Corporation shall have authority
to
issue is one hundred fifty million seven thousand (150,007,000) shares, of
which
one hundred fifty million (150,000,000) shares shall be designated "Common
Stock" and seven thousand (7,000) shares shall be designated "Preferred Stock."
Shares of Common Stock and Preferred Stock shall have a par value of $.00001
per
share.
2.That
the
foregoing amendment was approved by the holders of the requisite number of
shares of the Corporation in accordance with Section 242 of the General
Corporation Law.
3.That
this
Certificate of Amendment, which amends the provisions of the Corporation’s
Amended and Restated Certificate of Incorporation, has been duly adopted in
accordance with Section 242 of the General Corporation Law.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be
signed by, Harry S. Palmin, its President, this 16th
day of
July, 2007.
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NOVELOS
THERAPEUTICS, INC. |
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By: |
/s/
Harry S.
Palmin |
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Name: Harry S. Palmin
Title:
President
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