<PAGE>
EXHIBIT 3.3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
YAGO SYSTEMS, INC.
First: That the name of the corporation (herein referred to as the
"Corporation") is Yago Systems, Inc.
Second: The registered office of the corporation in the state of
Delaware is located at 1013 Centre Road, in the city of Wilmington, County of
New Castle. The name of its registered agent at such address is Corporation
Service Company.
Third: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
Fourth: The total number of shares of stock that the corporation shall
have authority to issue is 3,000 shares of Common Stock, par value $.01 per
share. Each share of Common Stock shall be entitled to one vote.
Fifth: Except as provided to the contrary in the provisions establishing
a class or series of stock, the amount of authorized stock of this corporation
of any class or classes may be increased or decreased by the affirmative vote of
the holders of a majority of the stock of this corporation entitled to vote.
Sixth: The Company is to have a perpetual existence.
Seventh: The election of directors need not be by ballot unless the
by-laws shall so require.
Eighth: In furtherance and not in limitation of the power conferred upon
the board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.
Ninth: A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent
<PAGE>
that exculpation from liability is not permitted under the General Corporation
Law of the State of Delaware as in effect at the time such liability is
determined. No amendment of repeal of this Section 9 shall apply to or have any
effect on this liability or alleged liability of any director of the
corporation for or with respect to any acts of omissions of such director
occurring prior to such amendment or repeal.
Tenth: This corporation shall, to the maximum extent permitted from time
to time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of
this corporation or while a director or officer is or was serving at the request
of this corporation as a director, officer, partner, trustee, employee or agent
of any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding claim or counter claim initiated by or on behalf of such person Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall incur to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this paragraph 10 shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of the
foregoing provisions of this Section 9 shall not adversely affect any right or
protection of a director or officer of this corporation with respect to any acts
or omissions of such director or officer occurring to prior to such repeal or
modification.
Eleventh: The book of this corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
board of directors or in this by-laws of this corporation.
Twelfth: If at any time this corporation shall have a class of stock
registered pursuant to the provisions of the Securities Exchange Act of
1934, for so long as such class is so registered any action by the stockholders
of such class must be taken at an annual or special meeting of stockholders and
may not be taken by written consent.
<PAGE>
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
YAGO SYSTEM, INC. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is Corporation Service
Company. and the present registered office of the corporation is in the county
of New Castle.
The Board of Directors of YAGO SYSTEMS, INC. adopted the following
resolution on the 1st day of December, 1998.
-------------------
Resolved, that the registered office of YAGO SYSTEMS, INC. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmingtong, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is herby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, YAGO SYSTEMS, INC. has caused this statement to be
signed by Michael D. Myerow, its Secretary, this 1st day of December, 1998.
----------------- --------- --- --------------
/s/ MICHAEL D. MYEROW
-------------------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND CERTIFICATE OF INCORPORATION RESTATED
OF
YAGO SYSTEMS, INC.
Yago Systems, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Board of Directors of said corporation by unanimous
written consent, adopted the following resolution:
RESOLVED: To recommend to the stockholders of the Corporation that, in
accordance with the applicable provisions of Sections 242 and 228 of the
Delaware General Corporation Law, that Article First of the Amended and
Restated Certificate of Incorporation of this Corporation be amended to read as
follows:
"First: That the name of the corporation (herein referred
to as the "Corporation") is: Riverstone Networks, Inc."
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
thereon by written consent given in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware and that prompt
notice of the taking of the foregoing action without a meeting has been given to
those stockholders who have not consented in writing pursuant to Section 228(d)
thereof.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 229 of the General Corporation Law
of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, said corporation has caused this Cerificate to be
signed by Eric Jaeger, its Secretary.
EXECUTED this 6th day of April, 2000.
/s/ Eric Jaeger
-----------------------------------
Eric Jaeger
Secretary
<PAGE>
Certificate of Amendment
of
Certificate of Incorporation
of
Riverstone Networks, Inc.
(Pursuant to Section 242)
Riverstone Networks, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
------------
FIRST: That pursuant to the authority conferred by the Certificate of
Incorporation and By-laws of the Corporation, the Board of Directors and
Stockholder duly adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation.
SECOND: Upon the effectiveness hereof, Section 4 thereof shall be deleted
in its entirety and replaced with the following provision:
"The corporation shall have two classes of stock, Common Stock, $.01 par value
per share, and Preferred Stock, $.01 par value per share. The total number of
shares that the corporation shall have authority to issue is 157,000,100 shares
of Common Stock and 92,088,135 shares of Preferred Stock. Subject to the
limitations prescribed by law and the provisions of this certificate of
incorporation, the board of directors of the corporation is authorized to issue
the Preferred Stock from time to time in one or more series, each of such series
to have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the board of directors in a resolution or resolutions providing
for the issue of such Preferred Stock. Subject to the powers, preferences and
rights of any Preferred Stock, including any series thereof, having any
preference or priority over, or rights superior to, the Common Stock and except
as otherwise provided by law, the holders of the Common Stock shall have and
possess all powers and voting and other rights pertaining to the stock of this
corporation and each share of Common Stock shall be entitled to one vote."
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Eric Jaeger, its Secretary.
/s/ Eric Jaeger
------------------------
Eric Jaeger
Secretary
Dated: August 15, 2000
<PAGE>
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
of
RIVERSTONE NETWORKS, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
We, the undersigned, Romulus Pereira, President, and Eric Jaeger,
Secretary, of Riverstone Networks, Inc., a Delaware corporation (hereinafter
called the "Company"), pursuant to the provisions of Sections 103 and 151 of the
General Corporation Law of the State of Delaware, do hereby make this
Certificate of Designations and do hereby state and certify that pursuant to the
authority expressly vested in the Board of Directors of the Company by the
Certificate of Incorporation, the Board of Directors duly adopted the following
resolution:
RESOLVED, that, pursuant to Section 4 of the Certificate of Incorporation
(which authorizes 92,088,135 shares of preferred stock, par value $.01 per share
("Preferred Stock")), the Board of Directors hereby fixes the powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions, of a
series of Preferred Stock.
RESOLVED, that each share of such series of Preferred Stock shall rank
equally in all respects and shall be subject to the following provisions:
(1) Number and Designation. 92,088,135 shares of the Preferred Stock of
the Company shall be designated as Series A Convertible Preferred Stock (the
"Series A Preferred").
(2) Rank. The Series A Preferred shall, with respect to dividend rights
and rights on liquidation, dissolution and winding up, rank prior to all classes
of or series of common stock of the Company, including the Company"s common
stock, par value $0.01 per share ("Common Stock"), each other series of
Preferred Stock, if any, and each other class or series of capital stock of the
Company, if any. All equity securities of the Company to which the Series A
Preferred ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding up or otherwise), including the Common Stock and any series
of Preferred Stock
<PAGE>
other than Series A Preferred, are collectively referred to herein as the
"Junior Securities," which shall also include any rights or options exercisable
for or convertible into any of the Junior Securities.
(3) Dividends. (a) The holders of shares of Series A Preferred shall be
entitled to receive dividends, when, as and if declared by the Board of
Directors, out of funds legally available therefore; provided, however, that no
dividend (or other distributions, except a distribution or dividend payable in
shares of Common Stock) shall be declared or paid on any Junior Securities
unless an equivalent dividend (or other distribution ) is declared and paid on
the Series A Preferred, treating each share of Series A Preferred as the number
of shares (or portion of shares) of Common Stock into which such share of Series
A Preferred could be converted pursuant to Section 5 hereof for purposes of
determining whether an equivalent dividend (or other distribution) has been
declared and paid.
(b) The Board of Directors of the Company may fix a record date for the
determination of holders of shares of Series A Preferred entitled to receive
payment of a dividend declared thereon, which record date shall be no more than
60 days and no less than 10 days prior to the date fixed for the payment
thereof.
(4) Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company (each, along with any
event treated as a liquidation, dissolution or winding up of the Company
pursuant to Section 4(d), a "Liquidation Event"),
(a) The holders of shares of Series A Preferred then outstanding shall
be entitled to be paid out of the assets of the Company available for
distribution to its stockholders, before any payment shall be made to the
holders of Junior Securities by reason of their ownership thereof, an amount
equal to $7.00 for each share of Series A Preferred, plus all declared and
unpaid dividends thereon. If the assets of the Company legally available for
distribution shall be insufficient to permit the payment in full to such holders
of the Series A Preferred of the full aforesaid preferential amount, then the
entire assets of the Company legally available for distribution shall be
distributed ratably among the holders of the Series A Preferred in accordance
with the aggregate liquidation preference of the shares of Series A Preferred
held by each of them.
(b) If payment has been made to the holders of the Series A Preferred of
the full amount to which they shall be entitled pursuant to Section 4(a) hereof,
the holders of Junior Securities, then outstanding shall, subject to the rights
and preferences applicable thereto, be entitled to be paid out of the assets of
the Company available for distribution to its stockholders an amount equal to
the Conversion Price (as defined below) per share of Common Stock held by such
holders and per share of Common Stock which such holders would hold if such
other Junior Securities held by such holders had converted into shares of Common
2
<PAGE>
Stock pursuant to the terms applicable thereto, plus all declared and unpaid
dividends on all such Junior Securities.
(c) If payment has been made (i) to the holders of the Series A Preferred
of the full amount to which they shall be entitled pursuant to Section 4(a)
hereof and (ii) to the holders of Junior Securities of the full amount to which
they shall be entitled pursuant to Section 4(b) hereof, the holders of the
Series A Preferred and the holders of all other securities of the Company which
are convertible into Common Stock shall then be entitled to share ratably in the
Company's remaining assets, based on the number of shares of Common Stock which
they would hold if each share of Series A Preferred held by them was converted
into shares of Common Stock pursuant to the provisions of Section 7 hereof and
the shares of any other securities of the Company which are not Common Stock
were converted into shares of Common Stock pursuant to the terms applicable
thereto immediately prior to the distribution of such remaining assets.
(d) Each of (i) the merger of the Company into or with another corporation
(other than one in which the holders of the capital stock of the Company
immediately prior to the merger continue to hold, directly or indirectly, more
than 50% of the voting power of the capital stock of the surviving corporation)
and (ii) the sale of all or substantially all the assets of the Company, shall
be deemed to be a Liquidation Event for purposes of this Section 4.
(5) Conversion of Series A Preferred. (a) Each issued and outstanding
share of Series A Preferred shall be convertible, at the option of the holder
thereof, at any time after the date of issuance and without the payment of any
additional consideration therefor, into a number of shares of Common Stock as is
determined by dividing $7.00 by the Conversion Price (determined as described
below). The Conversion Price at which shares of Common Stock shall be
deliverable upon conversion of Series A Preferred shall initially be $7.00 per
share. The Conversion Price shall be subject to adjustment (in order to adjust
the number of shares of Common Stock into which the Series A Preferred is
convertible) for stock splits, combinations and other similar recapitalization
events as provided in Section 5(g) below.
(b) All outstanding shares of Series A Preferred will automatically
convert into Common Stock at the then applicable conversion rate upon the
closing of an underwritten, firm commitment public offering of shares of Common
Stock of the Company pursuant to an effective registration statement under the
Securities Act of 1933, as amended.
(c) No fractional shares of Common Stock shall be issued upon conversion
of the Series A Preferred. In lieu of any fractional shares to which the holder
3
<PAGE>
would otherwise be entitled, the Company shall pay cash equal to the product of
such fraction multiplied by the then effective Conversion Price.
(d) In order for a holder of Series A Preferred to convert shares of
Series A Preferred into shares of Common Stock, such holder shall surrender the
certificate or certificates for such shares of Series A Preferred, at the office
of the transfer agent for the Series A Preferred (or at the principal office of
the Company if the Company serves as its own transfer agent), together with
written notice that such holder elects to convert all or any number of the
shares of the Series A Preferred represented by such certificate or
certificates. Such notice shall state such holder's name or the names of the
nominees in which such holder wishes the certificate or certificates for shares
of Common Stock to be issued and the number of shares of Series A Preferred to
be converted. If required by the Company, certificates surrendered for
conversion shall be endorsed or accompanied by a written instrument or
instruments of transfer, in form satisfactory to the Company, duly executed by
the registered holder or his or its attorney duly authorized in writing. The
date of receipt of such certificates and notice by the transfer agent (or by the
Company if the Company serves as its own transfer agent) shall be the conversion
date (the "Conversion Date") and the conversion shall be deemed effective as of
the close of business on the Conversion Date. The Company shall, as soon as
practicable after the Conversion Date, issue and deliver at such office to such
holder of Series A Preferred, or to his or its nominees, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled, together with cash in lieu of any fraction of a share. If Common
Stock is issued to a person other than the holder of Series A Preferred, such
person shall pay any applicable stock transfer taxes. If the conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act of 1933, the conversion may, at the option of any holder
tendering shares of Series A Preferred for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive Common Stock upon
conversion of such Series A Preferred shares shall not be deemed to have
converted the Series A Preferred until immediately prior to the closing of such
sale of securities.
(e) The Company shall at all times when the Series A Preferred shall be
outstanding, reserve and keep available out of its authorized but unissued
stock, for the purpose of effecting the conversion of the Series A Preferred,
such number of its duly authorized shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding Series A
Preferred. Before taking any action that would cause an adjustment reducing the
Conversion Price below the then existing par value of the shares of Common Stock
issuable upon conversion of the Series A Preferred, the Company shall take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock at such adjusted Conversion Price. If at any time the
number of authorized but
4
<PAGE>
unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of Series A Preferred,
the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.
(f) All shares of Series A Preferred surrendered for conversion as herein
provided shall no longer be deemed to be outstanding and all rights with respect
to such shares, including the rights, if any, to receive notices and to vote
shall immediately cease and terminate at the close of business on the Conversion
Date (except only the right of the holders thereof to receive shares of Common
Stock in exchange therefor) and any shares of Series A Preferred so converted
shall be retired and canceled and shall not be reissued, and the Company from
time to time shall take appropriate action to reduce the authorized Preferred
Stock accordingly.
(g) In the event the outstanding shares of Common Stock shall be split,
subdivided, combined or consolidated, by reclassification or otherwise, into a
greater or lesser number of shares of Common Stock, and in the event that the
Company shall issue shares of Common Stock by way of a stock dividend or other
distribution to the holders of Common Stock, the Conversion Price in effect
immediately prior to such split, subdivision, stock dividend, combination or
consolidation shall, concurrently with the effectiveness of such split,
subdivision or stock dividend, combination or consolidation, be increased or
decreased proportionately. Upon the occurrence of each adjustment or
readjustment of the Conversion Price, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of Series A Preferred a certificate executed by an
officer of the Company setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based.
(h) If at any time or from time to time there shall be a recapitalization
of the Common Stock (other than a subdivision, combination or merger or sale of
assets transaction provided for elsewhere in this Section 5 or Section 4), then
provision shall be made so that the holders of Series A Preferred shall
thereafter be entitled to receive upon conversion of the Series A Preferred the
number of shares of stock or other securities or property of the Company or
otherwise, to which a holder of the number of shares of Common Stock deliverable
upon conversion of such Series A Preferred would have been entitled to such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of the Series A Preferred after the recapitalization to the end that
the provisions of this Section 5 (including adjustment of the Conversion Price
then in effect and the number of shares issuable upon conversion of the Series A
Preferred) shall be applicable after that event and be as nearly equivalent as
practicable.
5
<PAGE>
(i) In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, the Company shall mail to each holder of Series A Preferred, at
least ten (10) days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right.
(6) Voting Rights. (a) The holders of the Series A Preferred shall be
entitled to receive notice of any stockholders' meeting and, except as otherwise
required by law or as provided in Section 6(b) hereof, to vote as a class with
holders of Common Stock on any matters on which the Common Stock may be voted.
Each share of Series A Preferred shall be entitled to a number of votes equal to
the number of whole shares of Common Stock into which such share of Series A
Preferred is then convertible (as adjusted from time to time in the manner set
forth herein).
(b) Without the written consent of the holders of at least 66% of the
outstanding shares of Series A Preferred or the vote of holders of at least 66%
of the outstanding shares of Series A Preferred at a meeting of the holders of
Series A Preferred called for such purpose, the Company will not:
(i) alter or change the powers, preferences or rights of the Series A
Preferred;
(ii) increase or decrease (other than by conversion or as otherwise
permitted hereunder) the total number of authorized shares of Series
A Preferred, or issue any additional shares of Series A Preferred;
(iii) amend, alter or repeal any provision of the Certificate of
Incorporation (by merger or otherwise) so as to adversely affect the
preferences, rights or powers of the Series A Preferred
(iv) authorize or issue, or obligate itself to authorize or issue, any
equity securities having any preference or priority over, or ranking
senior to or on parity with, the Series A Preferred;
(v) redeem, purchase, or otherwise acquire for value any capital stock
of the Company, except for the repurchase of shares of stock held by
employees, consultants, directors, or officers of the Company in the
event of termination of employment or the termination of the
consulting relationship pursuant to contractual repurchase rights or
rights of first refusal;
6
<PAGE>
(vi) effect (A) any merger or consolidation of the Company into another
corporation, or a merger of another corporation into the Company if
the holders of capital stock of the Company immediately prior to
such merger or consolidation cease to own a majority of the voting
stock of the surviving corporation or (B) any sale, lease, exchange,
or other conveyance of all or substantially all the assets of the
Company; or
(vii) liquidate, dissolve, or engage in any recapitalization or
reorganization of the Company.
(c) Any of the preferences, voting powers, qualifications and special or
relative rights or privileges of the Series A Preferred may be waived with the
written consent or affirmative vote of at least 66% of the then outstanding
shares of Series A Preferred.
(7) General Provisions. The headings of the paragraphs, subparagraphs,
clauses and subclauses used herein are for convenience of reference only and
shall not define, limit or affect any of the provisions hereof.
7
<PAGE>
IN WITNESS WHEREOF, Riverstone Networks, Inc. has caused this Certificate
of Designations to be signed and attested by the undersigned this 28th day of
August, 2000.
RIVERSTONE NETWORKS, INC.
By: /s/ Romulus Pereira
---------------------
Name: Romulus Pereira
Title: President
ATTEST:
/s/ Eric Jaeger
---------------------------------
Title: Secretary
8
<PAGE>
Certificate of Amendment
of
Certificate of Incorporation
of
Riverstone Networks, Inc.
(Pursuant to Section 242)
Riverstone Networks, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
------------
FIRST: That pursuant to the authority conferred by the Certificate of
Incorporation and By-laws of the Corporation, the Board of Directors and
Stockholder duly adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation.
SECOND: Upon the effectiveness hereof, Section 4 thereof shall be deleted
in its entirety and replaced with the following provision:
"The corporation shall have two classes of stock, Common Stock, $.01 par value
per share, and Preferred Stock, $.01 par value per share. The total number of
shares that the corporation shall have authority to issue is 250,000,000 shares
of Common Stock and 92,088,135 shares of Preferred Stock. Subject to the
limitations prescribed by law and the provisions of this certificate of
incorporation, the board of directors of the corporation is authorized to issue
the Preferred Stock from time to time in one or more series, each of such series
to have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as shall
be determined by the board of directors in a resolution or resolutions providing
for the issue of such Preferred Stock. Subject to the powers, preferences and
rights of any Preferred Stock, including any series thereof, having any
preference or priority over, or rights superior to, the Common Stock and except
as otherwise provided by law, the holders of the Common Stock shall have and
possess all powers and voting and other rights pertaining to the stock of this
corporation and each share of Common Stock shall be entitled to one vote."
[Remainder of Page Intentionally Left Blank]
3
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Eric Jaeger, its Secretary.
/s/ Eric Jaeger
-----------------------------
Eric Jaeger
Secretary
Dated: 12/21 , 2000
--------------------
4
