Exhibit 3.5

 

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Annex A

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 • After Issuance of Stock)

MEDICINE MAN TECHNOLOGIES, INC.

Article 3 of the Corporation's Articles of incorporation is hereby amended to provide as follows :

The Corporation is authorized to issue two classes of shares, designated "Preferred Stock" and "Common Stock." The number of shares of Preferred Stock authorized is 10,000,000, par value $0.001 and the number of shares of Common Stock authorized 250,000,000, par value $0.001.

The preferred Stock may be divided into such number of series as the Board may determine.

The Board is authorized to determine and alter the right, preferences, privileges and restrictions granted and imposed upon any wholly unissued series of Preferred Stock, and to fix the number and designation of shares of any series of Preferred Stock The Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series.

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