TWO: He is the duly elected and acting President of MySpace, Inc., a Delaware corporation.
THREE: The Board of Directors of the corporation,
acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:
Article IV, Section A is hereby amended and restated as follows:
The Company is authorized to issue two classes of stock
to be designated, respectively, “Common Stock.” and “Preferred Stock” The total number of shares that the Company is authorized to issue is sixty million nine hundred thirty thousand (60,930,000) shares, sixty million
(60,000,000) shares of which shall be Common Stock (the “Common Stock”) and nine hundred thirty thousand (930,000) shares of which shall be Preferred Stock (the “Preferred Stock”) The Preferred Stock shall have a par value of
one-tenth of one cent ($0.001) per share and the Common Stock shall have a par value of twenty-five thousandths of one cent ($0.00025) per share
FOUR: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the
stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.