Exhibit 2.3

 

Article VI – Capital Stock shall be amended to add the following section:

Section 6. Second Reverse Stock Split. Effective upon the filing of this Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada (the “Second Effective Time”), the shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Second Effective Time (the “Second Old Common Stock”), will be automatically reclassified as and combined into shares of Common Stock (the “Second New Common Stock”) such that each twenty-five (25) shares of Second Old Common Stock shall be reclassified as and combined into one share of Second New Common Stock. Notwithstanding the previous sentence, no fractional shares of Second New Common Stock shall be issued to the holders of record of Second Old Common Stock in connection with the foregoing reclassification of shares of Second Old Common Stock. Stockholders who, immediately prior to the Second Effective Time, own a number of shares of Second Old Common Stock, which is not evenly divisible by 25 shall, with respect to such fractional interest, be entitled to receive one (1) whole share of Common Stock in lieu of a fraction of a share of Second New Common Stock. Each stock certificate that, immediately prior to the Second Effective Time represented shares of Second Old Common Stock shall, from and after the Second Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Second New Common Stock into which the shares of Second Old Common Stock represented by such certificate shall have been reclassified; provided, however, that each holder of record of a certificate that represented shares of Second Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of Second New Common Stock into which the shares of Second Old Common Stock represented by such certificate shall have been reclassified as set forth above. In conjunction with the Second Reverse Stock Split, no stockholder holding at least a round lot (100 shares) prior to the Second Reverse Stock Split shall have less than one round lot (100 shares) after the Second Reverse Stock Split.