CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
NAPRO BIOTHERAPEUTICS, INC.
NaPro BioTherapeutics, Inc., a Delaware corporation (the "Corporation" does
hereby certify as follows:
1. That the Board of Directors of the Corporation adopted resolutions
providing for the amendment of the Corporation's Amended and Restated
Certificate of Incorporation as set forth in paragraph 4 below (the "Amendment")
and for the submission of the Amendment to the stockholders of the Corporation
for their consideration and approval.
2. That, at the Corporation's Annual Meeting of Stockholders called and
held upon notice in accordance with Section 222 of the Delaware General
Corporation Law (the "DGCL"), the holders of not less than a majority of the
outstanding stock of the Corporation entitled to vote thereon voted in favor of
the Amendment.
3. That the Amendment was duly adopted in accordance with Section 242 of
the DGCL.
4. Paragraph I of Article Fourth of the Certificate of Incorporation of
the Corporation is amended to read in its entirety as follows:
I. AUTHORIZED SHARES
The Corporation shall have authority to issue 48,000,000 shares of
capital stock, 45,000,000 of which shall be Common Stock, with a par value of
$.0075 per share, 1,000,000 of which shall be Nonvoting Common Stock, with a par
value of $.0075 per share, and 2,000,000 of which shall be Preferred Stock with
a par value of $.001 per share.
IN WITNESS WHEREOF, NaPro BioTherapeutics, Inc. has caused this Certificate
of Amendment to be executed as of this 31st day of October, 2000.
NAPRO BIOTHERAPEUTICS, INC.
By: /s/ Sterling K. Ainsworth
Sterling K. Ainsworth, President
Attest: /s/ Patricia A. Pilia
Patricia A. Pilia, Secretary
