CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ERAYON COMMUNICATION SYSTEMS, INC
Terayon Communication Systems, Inc., a corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the
"Company"), does hereby certify:
FIRST: The name of the Company is Terayon Communication
Systems, Inc.
SECOND: The original certificate of incorporation of this
Company was filed with the Secretary of State of the State of Delaware on
June 12, 1998 under the name of Terayon Merger Corporation.
THIRD: The Board of Directors of the Company, acting in accordance
with the provisions of Sections 141 and 242 of the Delaware General
Corporation Law, adopted resolutions amending the Company's Amended and
Restated Certificate of Incorporation as follows:
The first paragraph of Article IV shall be amended and
restated to read in its entirety as follows:
"This Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which the
corporation is authorized to issue is Two Hundred Five
Million (205,000,000) shares. Two Hundred Million
(200,000,000) shares shall be Common Stock, each having a par
value of one tenth of one cent ($.001). Five Million
(5,000,000) shares shall be Preferred Stock, each having a
par value of one tenth of one cent ($.001)."
FOURTH: Thereafter, pursuant to a resolution of the Board of
Directors, this Certificate of Amendment was submitted to the
stockholders of the Company for their approval, and was duly adopted in
accordance with the provisions of Section 242 of the Delaware Corporation
Law.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment this 20th day of April 2000, and hereby affirms and
acknowledges under penalty of perjury that the filing of this Certificate
of Amendment is the act and deed of Terayon Communication Systems, Inc.
TERAYON COMMUNICATION SYSTEMS, INC.
By: /s/ Zabi Rakib
Zaki Rakib
Chief Executive
