APPENDIX A
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
REGULUS THERAPEUTICS
INC.
REGULUS THERAPEUTICS I
NC
.
, a corporation organized and existing under the laws of the State of Delaware,
herby certifies as follows:
F
IRST
:
The name of this corporation is Regulus Therapeutics Inc. (the
Company).
S
ECOND
:
The date on which the Companys Certificate of Incorporation was originally
filed with the Secretary of State of the State of Delaware is January 2, 2009.
T
HIRD
:
The Board of Directors
of the Company, 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 Amended and Restated Certificate of Incorporation, as heretofore amended
(the Certificate of Incorporation), as follows:
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Effective as of the
effective time of 5:00 p.m., Eastern time, on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware (the Effective Time), each [, five (5), six (6), seven (7), eight (8), nine (9), ten (10),
eleven (11), twelve (12), thirteen (13), fourteen (14), fifteen (15), sixteen (16), seventeen (17), eighteen (18), nineteen (19), twenty (20)] shares of the Companys Common Stock, par value $0.001 per share, issued and outstanding immediately
prior to the Effective Time shall, automatically and without any action on the part of the Company or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of
Common Stock (the Reverse Split);
provided, however
, no fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected
by the Company of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of
pre-Reverse
Split Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after
taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to
which such stockholder would otherwise be entitled multiplied by
the average of the closing sales prices of a share of the Companys Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Global Market during
regular trading hours for the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the
Effective Time, represented shares of
pre-Reverse
Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Company or the respective holders thereof,
represent
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These amendments approve the combination of any whole number of shares of Reguluss common stock between
and including five (5) and twenty (20) into one (1) share of Reguluss common stock. By these amendments, the stockholders would approve each of the alternate amendments proposed by Reguluss Board of Directors. If the
reverse stock split proposal is approved by stockholders, the Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that reverse stock split ratio determined by Reguluss Board of Directors to be
in the best interests of Regulus and its stockholders. The other amendments will be abandoned pursuant to Section 242(c) of the General Corporation Law of the State of Delaware. Reguluss Board of Directors may also elect not to effect any
reverse stock split, in which case all proposed alternate amendments will be abandoned.
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