Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "THE BLACKSANDS PACIFIC GROUP, INC", FILED IN THIS OFFICE ON THE NINETEENTH DAY OF DECEMBER, A.D. 2013, AT 7:15 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 4818341 8100,.?-2e. 6 g 131455526 AtAwS'z'& You may verify this certificate online --- at corp. delaware. gov/authver. shtml Jeffrey wirffloa,secmtary astate AUTHEN TION: 1006459 DATE: 12-23-13
State of Delaware Secretary of State Division ofcorporations Delivered 07:36 PM 12/19/2013 FILED 07:15 PM 12/19/2013 SRV 131455526-4818341 FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE BLACKSANDS PACIFIC GROUP, INC The undersigned, a natural person, for the purposes of amending and restating the certificate of incorporation of an existing corporation under the provisions of the General Corporation Law of the State of Delaware, hereby certifies that: The present name of the corporation (hereinafter called the "corporation") is The Blacksands Pacific Group, Inc, which is the name under which the corporation was originally incorporated; and the date of filing the original certificate of incorporation of the corporation with the Secretary of State of the State of Delaware is April 30, 2010. The amendments and the restatement of the certificate of incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Sections 228, 242, and 245 of the General Corporation Law of the State of Delaware, as amended and supplemented. The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows: FIRST: The name of the corporation (hereinafter referred to as the "Corporation") is "The Blacksands Pacific Group, Mc". SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware is Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law, as amended and supplemented (the "DGCL"). FOURTH: The Corporation shall have authority to issue four hundred fifty million (450,000,000) shares of Class A Comrnon Stock, par value $0.0001 per share (the "Class A Common Stock"), and one hundred million (100,000,000) shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and together with the Class A Common Stock, collectively, the "Common Stock"). Each class of shares of Common Stock shall be identical in all respects, except as set forth below. In addition, the Corporation shall have the authority to issue one hundred million (100,000,000) shares of Preferred Stock, par value $0.0001 per share The Preferred Stock may be issued from time to time in one or more series, with such designations, powers, privileges, preferences, conversion rights, cumulative, relative, participating, optional or other rights, qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions providing for the issuance of such Preferred Stock adopted by the Board of Directors pursuant to the authority granted in this amended and restated certificate of incorporation, a copy of which resolution or resolutions shall have been set forth in a certificate made, executed, acknowledged, filed and recorded in the marmer required by the laws of the State of Delaware in order to make the same effective. Class B Common Stock Holders of the Class B Common Stock are entitled to vote on all matters on which the holders of Class A Common Stock are entitled to vote, and except as otherwise provided herein or by applicable law, the holders of the Class B Common Stock will vote together with the holders of Class A Common Stock as a single class. Each holder of Class B Common Stock is entitled to five (5) votes per share of Class B Common Stock owned by it. In addition, so long as any Class B Common Stock is outstanding, the affirmative vote of holders of at least 66.67% of the then-outstanding shares of Class B Common Stock, voting together as a single class, shall be necessary to: (i) amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation (whether by amendment, merger or otherwise) or the Bylaws of Corporation, (ii) issue any Securities or securities convertible into any Securities, (iii) redeem for cash any Securities or effect any stock split or combination of the outstanding shares of any Securities, (iv) declare or make a dividend or other distribution to holders of any Securities in additional shares of Common Stock, any other capital stock, other securities or other property (including but not limited to cash, cash equivalents, and evidences of indebtedness), (v) effect any subdivision or reclassification of outstanding shares of Common Stock, (vi) dissolve, liquidate or wind up the Corporation, or (vii) effect any other event constituting a Change of Control. For purposes of the prior paragraph, the following terms shall have the following meanings: "Change of Control" shall be deemed to have occurred at such time as any of the following events shall occur, and at the conclusion of such event, the holders of the Voting Stock immediately prior to such transaction or series of transactions own securities comprising less than a majority of the voting securities of the acquiring entity or entity surviving or resulting from such transaction or series of transactions immediately thereafter: (i) any merger or consolidation of the Corporation into or with another person (other than a subsidiary of the Corporation); (ii) any sale, transfer or other disposition of all or substantially all of the outstanding capital stock of the Corporation; (iii) any issuance of Voting Stock of the Corporation, or (iv) any sale, transfer or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries on a consolidated basis. "Securities" means (x) any debt or shares of capital stock of the Corporation, (y) any rights, options, warrants or similar securities to subscribe for, purchase or otherwise acquire any shares of capital stock of the Corporation, and (z) any debt or capital stock or other securities directly or indirectly convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Corporation.
"Voting Stock" shall mean securities of the Corporation of any class or kind ordinarily having the power to vote generally for the election of directors of the Board of Directors of the Corporation. FIFTH: The name and mailing address of the Incorporator are: The Company Corporation 2711 Centerville Road Suite 400 Wilmington, Delaware 19808 SIXTH: The Corporation is to have perpetual existence. SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of the Corporation, as the case may be, to be summoned in such matmer as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. EIGHTH: In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. NINTH: (a) No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. (b) Neither any amendment nor repeal of the foregoing provisions of this Article Ninth, nor adoption of any provision of this amended and restated certificate of incorporation,
the bylaws of the Corporation or any statute that is inconsistent with this Article Ninth, shall eliminate or reduce the effect of this Article Ninth in respect of any acts or omissions occurring prior to such amendment, repeal or adoption. (c) If the DGCL is hereafter amended or supplemented to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent permitted by such amended or supplemented DGCL. (d) In the event that any of the provisions of this Article Ninth (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. TENTH: The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, indenmify any and all directors, officers, employees and agents of the Corporation whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons' official capacity and as to action in another capacity while holding such directorship, office, employment or agency, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Neither the repeal nor modification of this Article Tenth, or the adoption of any provision to the amended and restated certificate of incorporation that is inconsistent with this Article Tenth, shall eliminate, restrict or otherwise adversely affect any right or protection of any such person existing hereunder with respect to any act or omission occurring prior to such repeal, modification or adoption of an inconsistent provision. ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this amended and restated certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
In witness whereof, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by the undersigned, duly authorized officer of the Corporation as of this 19th day of December, 2013. The Blacksands Pacific Group, Inc By: /s/ Raheem Brennerman Name: Raheem Brennerman Title: President