Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, NeoStem,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), does hereby certify as follows:
1.
The
name of the Corporation is NeoStem, Inc. The date of
filing
of its original Certificate of Incorporation with
the
Secretary of State of the State of
Delaware was September 18, 1980, under the name of Fidelity Medical
Services, Inc. The name of the Corporation was changed to Corniche Group
Incorporated by filing a Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of Delaware on September 28, 1995.
The
name of the Corporation was changed to Phase III Medical Inc, by filing a
Certificate of Amendment to the Certificate of Incorporation
with the Secretary of State of Delaware on July 24, 2003. The name
of the
Corporation was changed to NeoStem, Inc. by filing an Amended and Restated
Certificate of Incorporation with the Secretary of State of Delaware on August
29, 2006.
2.
The
Board of Directors of the Corporation has duly adopted a resolution pursuant
to
Section 242 of the General Corporation Law of the State of Delaware setting
forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation and declaring said amendment to be advisable.
The requisite stockholders of the Corporation have duly approved said proposed
amendment in accordance with Section 242 of the General Corporation Law of
the
State of Delaware. The amendment amends the Amended and Restated Certificate
of
Incorporation of the Corporation as follows:
Article
FOURTH is hereby amended by
adding a Section E which reads as follows:
"1.
Effective upon the filing of this Certificate of Amendment of the Amended
and
Restated Certificate of Incorporation with the Secretary of State of the
State
of Delaware (the "Effective Time"), the shares of Common Stock issued and
outstanding immediately prior to the Effective Time and the shares of Common
Stock issued and held in the treasury of the Corporation immediately prior
to the Effective Time are reclassified into a smaller number of shares such
that each ten (10) shares of issued Common Stock immediately prior to the
Effective Time is reclassified into one (I) share of Common Stock.
Notwithstanding the immediately preceding sentence, no fractional shares
shall
be issued and, in lieu thereof, any person who would otherwise be entitled
to a
fractional share of Common Stock as a result of the reclassification shall
be
entitled to be rounded up to the next whole share of Common Stock.
2.
Each
stock certificate that, immediately prior to the Effective Time, represented
shares of Common Stock that were issued and outstanding immediately prior
to the
Effective Time shall, from and after the Effective Time, automatically and
without the necessity of presenting the same for exchange, represent that
number
of whole shares of Common Stock after the Effective Time into which the shares
of Common Stock formerly represented by such certificate shall have been
reclassified (as well as the right to receive a whole share in lieu of a
fractional share of Common Stock), provided, however, that each person of
record
holding a certificate that represented shares of Common Stock that were issued
and outstanding immediately prior to the Effective Time shall receive, upon
surrender of such certificate, a new certificate evidencing and representing
the
number of whole shares of Common Stock after the Effective Time into which
the
shares of Common Stock formerly represented by such certificate shall have
been
reclassified (including the right to receive a whole share in lieu of a
fractional share of Common Stock)."
3.
This
Certificate ofAmedment shall be effective August 9, 2007
at
10:00 a.m.
IN
WITNESS WHEREOF, the Coproration has caused this Certificate of
Amendment to be signed by its President on this 8th day of August,
2007.
| |
By: /s/
Robin L. Smith |
| |
Name:
Robin L. Smith |
| |
Title:
President |
