CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
MARIN TECHNOLOGIES, INC.
(a Delaware corporation)
MARIN TECHNOLOGIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware:
DOES HEREBY CERTIFY:
1. The following resolution has been unanimously adopted by the board
of directors and a majority of the stockholders of the Corporation in accordance
with Section 242 of the Delaware General Corporation Law for the purpose of
amending the corporation's Certificate of Incorporation. The resolution setting
forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the Articles thereof numbered
"FIRST" and "FOURTH" so that, as amended, said Articles shall be and
read as follows:
FIRST: The name of the corporation is Force 10 Holding, Inc.
FOURTH: The total number of shares of all classes which the Corporation
is authorized to have outstanding is Twenty One Million (21,000,000)
shares of which stock Twenty Million (20,000,000) shares in the par
value of $.001 each, amounting in the aggregate of Twenty Thousand
Dollars ($20,000) shall be common stock and of which One Million
(1,000,000) shares in the par value of $.001 each, amounting in the
aggregate to One Thousand Dollars ($1,000) shall be preferred stock.
Effective on May 14, 2001, or upon filing of this amendment with the
Delaware Secretary of State, whichever is sooner, the common stock
shall be reconstituted such that 1.36 new shares of common stock shall
be issued in exchange for each one outstanding share. Any fractional
shares otherwise required to be issued shall be rounded to the nearest
whole share. The board of directors is authorized, subject to
limitations prescribed by law, to provide for the issuance of the
authorized shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each
such series and the qualifications, limitations or restrictions
thereof. The authority of the board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that
series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of
such voting rights;
(d) Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events
as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions,
and at different redemption rates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority, if
any, of payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of
determination.
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FURTHER RESOLVED, that the capital of said Corporation shall
be revised by reason of said amendment to transfer from surplus to
capital an amount equal to the number of new common shares issued in
the recapitalization times their par value.
2. That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, MARIN TECHNOLOGIES, INC. has caused this certificate
to be signed by its duly authorized officer, this 10th day of May, 2001.
MARIN TECHNOLOGIES, INC.
Jehu Hand, President and Secretary
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