CERTIFICATE
OF AMENDMENT


TO
THE


ARTICLES
OF INCORPORATION


OF


COCONNECT,
INC.


A
Nevada Corporation





COCONNECT,
INC., a Nevada corporation (the “Corporation”)
organized and existing under and by virtue of the provisions of the Nevada
Revised Statutes of the State of Nevada (the “NRS”) DOES HEREBY
CERTIFY:





Pursuant
to the NRS, the Board of Directors of the Corporation hereby files this
Certificate of Amendment to the Articles of Incorporation (the “Certificate”) and
amends Article Three as follows:





RESOLVED,
that the Articles of Incorporation of this corporation be amended as
follows:





ARTICLE
THREE. [CAPITAL STOCK].





3.1           Authorized Capital
Stock.  The aggregate number of shares which this Corporation
shall have authority to issue is Five Billion (5,000,000,000) shares, consisting
of (a) Four Billion Nine Hundred and Ninety Nine Million (4,999,000,000) shares
of common stock, par value $0.001 per share (the “Common Stock”) and
(b) One Million (1,000,000) shares of preferred stock, par value $0.001 per
share (the “Preferred
Stock”), issuable in one or more series as hereinafter provided. A
description of the classes of shares and a statement of the number of shares in
each class and the relative rights, voting power, and preferences granted to,
and restrictions imposed upon, the shares of each class are as
follows:





3.2           Common Stock. Each
outstanding share of Common Stock of the Corporation shall be entitled to one
vote and each fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote of the
shareholders.  A majority of all shares of stock, both Common Stock
and Preferred Stock, entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Except as otherwise provided
by these Articles of Incorporation or the NRS, if a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
Cumulative voting shall not be allowed in the election of directors of the
Corporation.





3.3           Preferred Stock.
Shares of Preferred Stock may be issued in any number of series from time to
time by the Board of Directors, subject to the rights of any holders of
Preferred Stock as described herein, and the Board of Directors, pursuant to the
Corporation’s Articles of Incorporation and Bylaws, is expressly authorized to
fix by resolution or resolutions the designations and the voting powers,
preferences, rights and qualifications, limitations or restrictions thereof, of
the shares of each series of Preferred Stock. The voting powers, designations,
preferences, and relative, participating, optional, or other rights, if any, and
the qualifications, limitations, or restrictions, if any, of the preferred
stock, in one or more series, shall be as follows:





A.           Series A Preferred
Stock.The
Corporation is authorized to issue up to One Million (1,000,000) shares of
Preferred Stock. One Hundred Thousand (100,000) shares of the authorized and
unissued Preferred Stock of the Corporation are hereby designated “Series A Preferred
Stock” with the following rights, preferences, privileges and
restrictions, qualifications and limitations.





1.           Voting
Rights.  The holders of the Series A Preferred Stock (the
“Series A
Holders”), shall be entitled to notice of any stockholders’ meeting and
to vote as a single class upon any matter submitted to the stockholders for a
vote as follows: the Series A Holder shall have such number of votes as is
determined by multiplying (a) the number of shares of Series A Preferred Stock
held by such holder, (b) the number of issued and outstanding shares of the
Corporation’s Series A Preferred Stock, any other series of Preferred Stock and
Common Stock on a Fully-Diluted Basis1 as of the record date for the vote,
or, if no such record date is established, as of the date such vote is taken or
any written consent of stockholders is solicited, and (c) 0.00001. Such voting
calculation is hereby authorized by the Corporation and the Corporation
acknowledges such calculation may result in the total number of possible votes
cast by the Series A Holders and all other classes of the Corporation’s stock in
any given voting matter exceeding the total aggregate number of shares which
this Corporation shall have authority to issue.





2.          Liquidation
Rights.





a.           Liquidation.  In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a “Liquidation”), the
assets of the Corporation available for distribution to its stockholders shall
be distributed as follows:





i.           The
Series A Holders shall be entitled to receive, prior to the holders of all other
series of Preferred Stock and Common stock and prior and in preference to any
distribution of the assets or surplus funds of the Corporation to the holders of
any other shares of stock of the corporation by reason of their ownership of
such stock, an amount equal to $1.25 per share.





ii.           If
upon occurrence of a Liquidation the assets and funds thus distributed among the
Series A Holders shall be insufficient to permit the payment to such holders of
the full preferential amount, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
Series A Holders ratably in proportion to the full amounts to which they would
otherwise be respectively entitled.





iii.           After
payment of the full amounts to the Series A Holders as set forth herein, any
remaining assets of the Corporation shall be distributed pro rata to the holders
of any other Preferred Stock and then Common Stock (in the case of the Preferred
Stock, on an “as converted” basis into Common Stock).





For
purposes of this Section , and unless a majority of the Series A Holders
affirmatively vote or agree by written consent to the contrary, a Liquidation
shall be deemed to include: (i) the acquisition of the Corporation by another
entity by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation) and; (ii) a
sale of all or substantially all of the assets of the Corporation, unless the
Corporation’s stockholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Corporation’s acquisition or sale
or otherwise) hold at least fifty percent (50%) of the voting power of the
surviving or acquiring entity. If any of the assets of the Corporation are to be
distributed other than in cash under this Section, then the Board of Directors
of the Corporation shall promptly engage independent competent appraisers to
determine the value of the assets to be distributed to the holders of Preferred
Stock or Common Stock. The Corporation shall, upon receipt of such appraiser’s
valuation, give prompt written notice to each holder of shares of Preferred
Stock or Common Stock of the appraiser’s valuation.





3.           Series A Protective
Provisions.   In addition to any other rights provided by
law, at any time any shares of Series A Preferred Stock are outstanding, as a
legal party in interest, the Corporation, through action directly initiated by
the Corporation’s Board of Directors or indirectly initiated by the
Corporation’s Board of Directors through judicial action or process, including
any action by common shareholders, shall not, either directly or indirectly by
amendment, merger, consolidation or otherwise, take any of the following actions
without first obtaining the affirmative written consent of 100% of the Series A
Holders:





a.           provide
any Series A Holder or its agents or counsel with any information that the
Borrower believes constitutes material non-public information, unless prior
thereto such Series A Holder shall have, initially and separate from the content
of such material non-public information, executed a written agreement regarding
the confidentiality and use of such information.  In the event such
information is disclosed to a Series A Holder, the Corporation shall publicly
disclose such information in a Form 8-K filed with the United States Securities
and Exchange Commission (the “SEC”) within four
days of the disclosure of such information;





b.           amend,
alter or repeal any provision of the Articles of Incorporation, this Certificate
or Bylaws of the Corporation;




c.           alter
the Corporation’s capital structure in any way, including but not limited to, a
reverse or forward split of its Common Stock or increase or decrease in the
total number of shares authorized in the Corporation’s treasury;




d.           declare
or pay any dividends or make any distributions to any holder(s) of Common Stock
or other equity security of the Corporation or purchase or otherwise acquire for
value, directly or indirectly, any Common Stock or other equity security of the
Corporation;




e.           sell,
transfer or otherwise dispose of any properties, assets and rights including,
without limitation, its intellectual property;




f.           issue
any additional securities, including any class of common or preferred
shares;




g.           issue
any debt instrument or any other securities (or otherwise enter into agreements
to issue any securities including the issuance of any form of option agreement,
issuance of options or warrants);




h.           alter
either the number of seats available on the Board of Directors or the membership
of the Board of Directors as of the date of this Certificate, either through
action by the Board of Directors itself or shareholder consent; or




i.           initiate
any action with a regulatory, governmental, administrative, judicial entity or
individual in an attempt to abrogate or diminish in any way the rights,
preferences and privileges of these Series A Preferred Stock.







4.           Transfer
Agent.  The Corporation’s current transfer agent is Action
Stock Transfer Corporation. So long as any shares of Series A Preferred Stock
remain outstanding, the Corporation shall not change transfer agents without the
express written consent of 100% of the Series A Holders..





5.           Re-issuance.  No
share or shares of Series A Preferred Stock acquired by the Corporation by
reason of conversion, redemption or otherwise shall be reissued as Series A
Preferred Stock, and all such shares thereafter shall be returned to the
Corporation’s treasury under the status of undesignated and un-issued shares of
Preferred Stock of the Corporation.





6.           Notices. Unless
otherwise specified in the Corporation’s Certificate of Incorporation or Bylaws,
all notices or communications given hereunder shall be in writing and, if to the
Corporation, shall be delivered to it as its principal executive offices, and if
to any holder of Series A Preferred Stock, shall be delivered to it at its
address as it appears on the stock books of the Corporation.





7.           Transfer Agent
Notice.   The Corporation shall immediately, upon filing
of this Certificate of Amendment, provide its transfer agent with copies of this
Certificate of Amendment and notify its transfer agent of all rights,
conditions, terms and requirements hereunder. In the event the Corporation
changes transfer agents following the filing of this Certificate of Amendment,
any new transfer agent shall immediately receive copies of these Articles and be
notified of all rights, conditions, terms and requirements
hereunder.





8.           Severability.  If
any word, phrase, provision or clause of this Certificate is deemed to be
invalid, illegal, or unenforceable, only specific content shall be deemed
stricken from this Certificate and all remaining language, content, rights,
restrictions and privileges of this Certificate shall remain in
effect.  If any word, phrase, provision or clause of this Certificate
is inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.





*     *     *





IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to
the Articles of Incorporation of CoConnect, Inc. on March 15, 2010.





COCONNECT,
      INC.By:
      Brad M. Bingham
              Its:
      President























1          “Fully-Diluted Basis”
shall mean the total number of issued and outstanding shares of Common Stock
calculated to include the shares of Common Stock issuable upon exercise and/or
conversion of all of the following outstanding: (a) securities convertible into
or exchangeable for Common Stock, whether or not then convertible or
exchangeable (collectively, “Convertible
Securities”), (b) subscriptions, rights, options and warrants to purchase
shares of Common Stock, whether or not then exercisable (collectively, “Options”), and (c)
securities convertible into or exchangeable or exercisable for Options or
Convertible Securities and any such underlying Options and/or Convertible
Securities.