STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 10/28/2002
020663003 - 2418423
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EDGE TECHNOLOGY GROUP, INC.
EDGE TECHNOLOGY GROUP, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "DGCL"),
hereby adopts the following Certificate of Amendment to the
Amended and Restated Certificate of Incorporation and,
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is EDGE TECHNOLOGY
GROUP, INC.
SECOND: By Written Consent dated June 25, 2002, the Board
of Directors of the Corporation adopted the following resolutions
amending the first paragraph of ARTICLE 4 of the Certificate of
Incorporation of the Corporation, as previously amended and
restated on September 1, 2000, (the "Amended and Restated
Certificate of Incorporation") and further amended as of the same
date:
WHEREAS, the Board deems it to be in the best
interest of the Corporation and its stockholders to
amend the Corporation's Amended and Restated
Certificate of Incorporation (the "Proposed Amendment")
to provide that the name of the corporation should be
changed from "Edge Technology Group, Inc." to "Axtive
Corporation."
WHEREAS, the General Corporation Law of the State
of Delaware requires the approval of the stockholders
of the Corporation prior to filing the Proposed
Amendment.
NOW, THEREFORE, BE IT RESOLVED, that, subject to
approval by the stockholders of the Corporation, the
officers of Corporation be, and each hereby is,
authorized, empowered and directed to prepare, execute
and deliver such Certificate of Amendment to the
Amended and Restated Certificate of Incorporation,
certifying the adoption of these resolutions and the
approval of the Proposed Amendment by the stockholders
of the Corporation, as shall be necessary to replace
Article One of the Amended and Restated Certificate of
Incorporation, as amended, in its entirety with the
following:
"ARTICLE ONE
Name. The name of the corporation is
Axtive Corporation (the "Corporation").
SOLICITATION OF STOCKHOLDER CONSENT
-----------------------------------
WHEREAS, the Board of Directors deems it to be in
the best interest of the Corporation and its
stockholders not to solicit proxies for the Proposed
Amendment to avoid the delay and additional expense to
the Corporation associated with holding a special
meeting of Stockholders and to instead obtain the
written consent of a majority of the stockholders
(including the holders of the Corporation's Series A
Convertible Preferred Stock who vote on an "as-
converted" basis) of the Corporation holding a majority
of the voting interests necessary to approve the
Proposed Amendment.
NOW, THEREFORE, BE IT RESOLVED, that the officers
of the Corporation be, and hereby are authorized,
empowered and directed to solicit consents from the
stockholders of the Corporation holding a majority of
the voting interests necessary to approve the Proposed
Amendment and that, upon obtaining such approval,
prompt notice thereof be given to all other
stockholders of the Corporation, in compliance with the
General Corporation Law of the State of Delaware and
applicable provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
RECORD DATE FOR STOCKHOLDER CONSENT
-----------------------------------
WHEREAS, the Board of Directors desires to
establish a record date for stockholders entitled to
vote, and deems it to be in the best interest of the
Company and its stockholders to comply with the notice
requirements required under the Exchange Act.
NOW, THEREFORE, BE IT RESOLVED, that the record
date for determining the stockholders entitled to vote
shall be June 18, 2002, and the officers of the
Corporation be, and hereby are, authorized, empowered
and directed to deliver appropriate notices to the
Corporation's transfer agent and other interested
parties regarding the Proposed Amendment.
PREPARATION OF SCHEDULE 14C INFORMATION STATEMENT
RESOLVED, that the officers of the Corporation be,
and hereby are, authorized, empowered and directed,
upon obtaining stockholder consent for the Proposed
Amendment, to prepare, with the assistance of legal
counsel and other advisors, a Schedule 14C Information
Statement prepared in compliance with the Exchange Act,
and to cause such Information Statement to be filed
with the Securities and Exchange Commission and
delivered to the Stockholders of the Corporation, in
compliance with applicable provisions of the General
Corporation Law of the State of Delaware and the
Exchange Act.
FURTHER ACTION
RESOLVED, that any acts of any appropriate officer
of this Corporation and of any person or persons
designated and authorized to act by any such officer,
which acts would have been authorized by the foregoing
resolutions except that such acts were taken prior to
the adoption of such resolutions, are hereby severally
ratified, confirmed, approved and adopted as the acts
of the Corporation; and be it
FURTHER RESOLVED, that in addition to and without
limiting the foregoing, the appropriate officers of the
Corporation be, and each of them hereby is, authorized,
empowered and directed to take, or cause to be taken,
such further action and to execute and deliver, or
cause to be executed and delivered, for and in the name
and on behalf of the Corporation, all such further
instruments and documents as such proper officers, with
the advice of counsel, may deem to be necessary or
advisable in order to effect the purpose and intent of
the foregoing resolutions and to be in the best
interest of the Corporation (as conclusively evidenced
by the taking of such action or the execution and
delivery of such instruments or documents, as the case
may be, by or under the direction of any authorized
officer), and all action heretofore taken by the
officers of the Corporation in connection with the
subject of the foregoing resolutions be, and it hereby
is, approved, ratified and confirmed in all respects as
the act and deed of the Corporation; and be it
FURTHER RESOLVED, that the Secretary and any
Assistant Secretary of the Corporation are hereby
severally authorized and empowered to certify to the
passage of the foregoing resolutions and to certify as
to the authenticity of the signatures of any person or
persons executing any of the foregoing documents by or
on behalf of the Corporation.
THIRD: Stockholders of the Corporation holding a majority
of the issued and outstanding common stock of the Corporation
adopted, including the votes of the holders of the Corporation's
Series A Convertible Preferred stock, voting on an as-converted
basis consistent with the rights and privileges granted to the
holders of the Series A Convertible Preferred, approved and
ratified such Amendment to ARTICLE ONE of the Amended and
Restated Certificate of Incorporation of the Corporation by
execution of a Written Consent dated June 25, 2002 pursuant to
the provisions of Section 228 of the DGCL.
FOURTH: That said amendment was duly adopted in accordance
with the provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
FIFTH: That the Board has not determined to abandon such
proposed Amendment in accordance with the authority granted to it
by the resolutions adopted above and the DGCL.
IN WITNESS WHEREOF, EDGE TECHNOLOGY GROUP, INC. has caused
this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation to be executed by its duly
authorized officers this 28th day of October, 2002.
EDGE TECHNOLOGY GROUP, INC.
By: /s/ GRAHAM C. BEACHUM II
--------------------------------
Graham C. Beachum II,
President and Chief Executive
Officer