CERTIFICATE OF
AMENDMENT
TO
THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NOVELOS THERAPEUTICS,
INC.
NOVELOS
THERAPEUTICS, INC. (the “Corporation”), a corporation
organized and existing under of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the board of
directors of the Corporation (the “Board of Directors”), at a duly convened
meeting of the Board of Directors, duly adopted a resolution declaring advisable
the amendment of the Amended and Restated Certificate of Incorporation of the
Corporation, and submitted the same to the stockholders of the Corporation for
approval. The resolution setting forth the proposed amendments is as
follows:
RESOLVED, that the first
paragraph of Article FOURTH, be amended and restated in its entirety as
follows:
“Fourth. The aggregate number
of shares of stock that the Corporation shall have authority to issue is two
hundred twenty-five million and seven thousand (225,007,000), of which two
hundred twenty-five million (225,000,000) 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.”
The
remainder of Article FOURTH shall remain unchanged.
SECOND: That the stockholders
of the Corporation have duly approved the aforesaid amendment in accordance with
the provisions of Sections 211 and 242 of the General Corporation Law of
the State of Delaware.
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of page intentionally left blank]
IN
WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the
Amended and Restated Certificate of Incorporation to be signed by Harry S.
Palmin, its Chief Executive Officer and President, thereto duly authorized, this
3rd
day of November, 2009.
NOVELOS
THERAPEUTICS, INC.
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By:
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/s/ Harry S. Palmin
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Harry
S. Palmin
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Chief
Executive Officer and
President
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