CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CRAFTCLICK.COM, INC.
We, the undersigned, Sandip Seth, President, and Maninder Singh,
Secretary, of CraftClick.com., Inc., a Utah corporation (the "Corporation"),
do hereby certify:
I
Pursuant to the provisions of Sections 16-10a-821 and 16-10a-704
of the Utah Revised Business Corporation Act, the undersigned Corporation
hereby adopts the following amendment (the "Amendment") to its Articles of
Incorporation:
ARTICLE 4. AUTHORIZATION OF CAPITAL STOCK: The amount of the
total authorized capital stock of the Corporation shall be:
A. Three Hundred Million (300,000,000) shares of common stock
with a $0.001 par value;
B. Five Million (5,000,000) shares of preferred stock with a
$0.001 par value. The Board of Directors has the right to
set the series, classes, rights, privileges and preferences
of the preferred stock or any class or series thereof.
Series A Convertible Preferred Stock
100,000 shares of Series A Convertible Preferred Stock with
the following rights, privileges and preferences set by the
Board of Directors:
Voting: Will be together as a single class with holders of
common stock, with each share of preferred stock being
entitled to cast a number of votes equal to the number of
shares of common stock into which it is convertible
(initially 10);
Optional Conversion: The preferred stock is convertible at
any time at the option of the holders thereof, at the rate
of ten (10) shares of common stock for each share of
preferred stock;
Automatic Conversion: The preferred stock will
automatically convert into shares of common stock in
accordance with the above conversion rate in the event that
the Corporation consummates a secondary public offering of
its common stock with gross proceeds of $5,000,000 or more;
Anti-dilution Adjustments: In the event the Corporation
issues shares of common stock at a price per share less than
the Conversion Price then in effect, then the Conversion
Rate will be adjusted on a weighted-average formula basis;
provided however, that this provision will not apply to
specified exempted issuances, including shares of common
stock issued upon (i) the exercise of presently outstanding
or future options and warrants, or (ii) the exercise of
future options issued under any Corporation Incentive and
Nonqualified Stock Option Plan ( or any successor thereto).
A similar adjustment to the Conversion Rate will occur in
the event of stock splits, stock dividends and similar
events;
Liquidation Preference: Holders of preferred stock will,
upon liquidation, dissolution or winding-up of the
Corporation, in preference to the holders of common stock,
be entitled to receive an amount equal to the issue price
per share of preferred stock. If assets are insufficient to
make such payment in full, a ratable distribution per share
of preferred stock of the available assets will be made
among the holders of preferred stock.
Series B Convertible Preferred Stock
4,900,000 shares of Series B Convertible Preferred Stock
with the following rights, privileges and preferences set by
the Board of Directors:
Voting: Will be together as a single class with holders of
common stock, with each share of preferred stock being
entitled to cast 20 votes per share; and
Optional Conversion: The preferred stock is convertible at
any time at the option of the holders thereof, at the rate
of one (1) share of common stock for each share of preferred
stock.
Leaving all other provisions of Article 4 the same.
II
The amendment setting forth rights, privileges and preferences of
a class or series of Preferred Stock designated as "Series B Convertible
Preferred Stock" was adopted by unanimous vote of the Board of Directors
pursuant to the Articles of Incorporation and Section
16-10a-602 of the Utah Revised Business Corporation Act without shareholder
approval.
IN WITNESS THEREOF, the undersigned officers of the Corporation,
certifying that the foregoing is true and correct under penalty of perjury,
have set their hands this 27th day of September, 2000.
/s/Sandip Seth
Sandip Seth, President
/s/Maninder Singh
Maninder Singh, Secretary
