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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
eVENTURES GROUP, INC.
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
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eVENTURES GROUP, INC. (the "Corporation"), a corporation existing
under and by virtue of the General Corporation Law of the State of Delaware
("DGCL"),
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is eVENTURES GROUP, INC.
SECOND: The Board of Directors of the Corporation (the "Board"),
acting by unanimous written consent dated September 17, 1999, in accordance
with the applicable provisions of the DGCL and the Corporation's bylaws, did
duly adopt resolutions (a) approving the amendment to the Corporation's
Certificate of Incorporation described herein (the "Amendment"), (b) directing
that the Amendment be submitted to the stockholders of the Corporation for
their consideration and approval, and (c) directing that, upon approval and
adoption of such amendment by the stockholders of the Corporation, this
amendment be executed and filed with the Secretary of State of Delaware and
elsewhere as may be required by law.
THIRD: The stockholders of the Corporation (the "Stockholders") acting
by a written consent of the holders of a majority of the outstanding shares of
the corporation adopted resolutions adopting the Amendment.
FOURTH: The resolutions adopted by the stockholders are as follows:
"BE IT RESOLVED, that Article IV of the Certificate of Incorporation
of the Company be amended to read in its entirety as follows:
ARTICLE IV
The aggregate number of shares which the Corporation shall have the
authority to issue is 80,000,000 shares, consisting of (i) 75,000,000 shares of
Common Stock, par value $0.00002 per share (the "Common Stock"), and (ii)
5,000,000 shares of Preferred Stock, par value $0.00002 per share (the
"Preferred Stock").
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The aggregate stated capital of the common stock issued and
outstanding upon the taking effect of this ARTICLE FOUR shall be the same as
the aggregate stated capital of the common stock issued and outstanding
immediately prior to the taking effect of this ARTICLE FOUR.
The following is a statement of the designations, preferences,
limitations, and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:
COMMON STOCK
A. Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.
B. Subject to the prior rights and preferences, if any, applicable to
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) when, if and as may be declared thereon by the Board of
Directors at any time and from time to time out of any funds of the Corporation
legally available therefor.
PREFERRED STOCK
C. The Board of Directors of the Corporation is hereby expressly
authorized, subject to the limitations provided by law, to establish and
designate series of the Preferred Stock, to fix the number of shares
constituting each series, and to fix the designations and the preferences,
limitations, and relative rights, including voting rights, of the shares of
each series and the variations of the relative rights and preferences as
between series, and to increase and to decrease the number of shares
constituting each series, provided that the Board of Directors may not decrease
the number of shares within a series to less than the number of shares within
such series that are then issued. Each such series of Preferred Stock shall be
designated so as to distinguish the shares thereof from the shares of all other
series and classes. The relative powers, rights, preferences, and limitations
may vary between and among series of Preferred Stock in any and all respects so
long as all shares of the same series are identical in all respects, except
that shares of any such series issued at different times may have different
dates from which dividends thereon cumulate.
The authority of the Board of Directors of the Corporation with
respect to each series shall include, but shall not be limited to, the
authority to determine the following:
(a) The designation of such series;
(b) The number of shares initially constituting such
series;
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(c) The rate or rates and the times at which dividends on the
shares of such series shall be paid, the periods in respect of which
dividends are payable, the conditions upon such dividends, the
relationship and preferences, if any, of such dividends to dividends
payable on any other class or series of shares, whether or not such
dividends shall be cumulative, partially cumulative, or noncumulative,
if such dividends shall be cumulative or partially cumulative, the
date or dates from and after which, and the amounts in which, they
shall accumulate, whether such dividends shall be share dividends,
cash or other dividends, or any combination thereof, and if such
dividends shall include share dividends, whether such share dividends
shall be payable in shares of the same or any other class or series of
shares of the Corporation (whether now or hereafter authorized), or
any combination thereof, and the other terms and conditions, if any,
applicable to dividends on shares of such series;
(d) Whether or not the shares of such series shall be
redeemable or subject to repurchase at the option of the Corporation
or the holder thereof or upon the happening of a specified event, if
such shares shall be redeemable, the terms and conditions of such
redemption, including but not limited to the date or dates upon or
after which such shares shall be redeemable, the amount per share
which shall be payable upon such redemption, which amount may vary
under different conditions and at different redemption dates, and
whether such amount shall be payable in cash, property, or rights,
including securities of the Corporation or another corporation;
(e) The rights of the holders of shares of such series (which
may vary depending upon the circumstances or nature of such
liquidation, dissolution, or winding up) in the event of the voluntary
or involuntary liquidation, dissolution, or winding up of the
Corporation and the relationship or preference, if any, of such rights
to rights of holders of stock of any other class or series.
(f) Whether or not the shares of such series shall have
voting powers and, if such shares shall have such voting powers, the
terms and conditions thereof, including, but not limited to, the right
of the holders of such shares to vote as a separate class either alone
or with the holders of shares of one or more other classes or series
of stock and the right to have more (or less) than one vote per share;
(g) Whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund
shall be provided, the terms and conditions thereof;
(h) Whether or not a purchase fund shall be provided for the
shares of such series and, if such a purchase fund shall be provided,
the terms and conditions thereof;
(i) Whether or not the shares of such series, at the option
of either the Corporation or the holder or upon the happening of a
specified event, shall be convertible
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into stock of any other class or series and, if such shares shall be
so convertible, the terms and conditions of conversion, including, but
not limited to, any provision for the adjustment of the conversion
rate or the conversion price;
(j) Whether or not the shares of such series, at the option
of either the Corporation or the holder or upon the happening of a
specified event, shall be exchangeable for securities, indebtedness,
or property of the Corporation and, if such shares shall be so
exchangeable, the terms and conditions of exchange, including, but not
limited to, any provision for the adjustment of the exchange rate or
the exchange price; and
(k) Any other preferences, limitations, and relative rights
as shall not be inconsistent with the provisions of this Article Four
or the limitations provided by law.
D. Except as otherwise required by law, in the Corporation's
Certificate of Incorporation, or in any resolution of the Board of Directors
creating any series of Preferred Stock, the holders of shares of Preferred
Stock and all series thereof who are entitled to vote shall vote together with
the holders of shares of Common Stock, and not separately by class.
FURTHER RESOLVED, that the filing of a Certificate of Amendment of the
Certificate of Incorporation of the Corporation with the Secretary of State of
Delaware, and elsewhere as required by law, to effect the foregoing amendment
of the Certificate of Incorporation be, and it hereby is, approved, ratified
and confirmed in all respects."
FOURTH: This Certificate of Amendment to the Certificate of
Incorporation has been duly adopted and is being filed in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Chief Executive Officer of the Corporation has
hereunto set his hand this 17th day of September, 1999.
eVENTURES GROUP, INC.
/s/ DANIEL WETTREICH
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By: Daniel Wettreich
Its: Chief Executive Officer
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