EXHIBIT 3.4
CERTIFICATE OF
AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
OF
DOR BIOPHARMA,
INC.
THE UNDERSIGNED, being a duly
appointed officer of DOR BioPharma, Inc. (the
“Corporation”), a corporation organized and existing
under and by virtue of the Delaware General Corporation Law of the
State of Delaware (the “DGCL”), for the purpose of
amending the Corporation’s Amended and Restated Certificate
of Incorporation, as amended to the date hereof (the
“Certificate of Incorporation”), hereby certifies,
pursuant to Sections 242 and 103 of