Sky Quarry Inc.

ANNEX B

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

___, ___

SKY QUARRY INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

1. This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as Amended (the “Certificate of Incorporation”).

2. The Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation on the terms of this Certificate of Amendment declaring such amendment to be advisable and directing that the proposed amendment be considered by the stockholders of the Corporation at a meeting thereof.

3. Article FOUR of the Certificate of Incorporation is hereby amended by adding the following paragraph at the end of Article FOUR:

Third Reverse Stock Split. Upon the filing (the “Third* Effective Time”) of this Certificate of Amendment to this Certificate of Incorporation, as amended, pursuant to the Section 242 of the DGCL, each ___ (_) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Third Effective Time (the “Third *Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Third Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of Common Stock (the “Third New Common Stock”), subject to the treatment of fractional share interests as described below (the “Third Reverse Stock Split”). The conversion of the Third Old Common Stock into Third New Common Stock will be deemed to occur at the Third Effective Time. From and after the Third Effective Time, certificates representing the Third Old Common Stock shall represent the number of shares of Third New Common Stock into which such Third Old Common Stock shall have been converted pursuant to this Certificate of Amendment. No fractional shares shall be issued in connection with the Third Reverse Stock Split. Instead, registered stockholders who would be entitled to receive fractional shares of Third New Common Stock because they hold a number of shares not evenly divisible by the Third Reverse Stock Split ratio shall have their fractional share rounded up to the nearest whole number of Third New Common Stock. For those stockholders who hold shares with a brokerage firm, the Corporation will round up fractional shares at the participant level. No cash will be paid in lieu of fractional shares.

4. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Corporation.

5. This Certificate of Amendment shall become effective at 11:59 p.m., Eastern Time, on ___, ___.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the date first written above.

By: ____________________________

Name:

Title: