PAID, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said
corporation, by unanimous written consent of its members pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware (DGCL), filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation.
RESOLVED, that the Certificate of Incorporation
of PAID, Inc. be amended by changing the FOURTH Article thereof so that, as amended said Article shall be and read in its entirety
“FOURTH: The amount of total authorized
capital stock of the corporation shall consist of 11,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”).
The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective
of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.
Upon this Certificate of Amendment becoming
effective pursuant to the DGCL (the “Effective Time”), each fifty (50) shares of Common issued and outstanding or held
by the Company in treasury immediately prior to the Effective Time (collectively, the “Old Common Stock”) shall automatically
without further action on the part of the Company or any holder of Old Common Stock, be reclassified, combined and changed into
one (1) fully paid and nonassessable share of new Common Stock (collectively, the “New Common Stock”). From and after
the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock
into which such Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment; provided, however, that
each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate,
a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented
by such certificate shall have been reclassified pursuant to this Certificate of Amendment, as well as any cash in lieu of fractional
shares of New Common Stock to which such holder may be entitled as set forth below. There shall be no fractional shares issued
with respect to the New Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders
of record of Old Common Stock shall be issued to the Company’s transfer agent (the “Transfer Agent”), as agent,
for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them.
The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on
the basis of prevailing market prices of the applicable New Common Stock at the time of sale. After such sale and upon the surrender
of the stockholders’ stock certificates, the Transfer Agent will pay to such holders of record their pro rata share of the
net proceeds derived from the sale of the fractional interests.
SECOND: That thereafter, pursuant to resolution
of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly
adopted in accordance with the applicable provisions of section 242 and Section 228 of the General Corporation Law of the State