CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE OF
INCORPORATION
OF
U.S.
WIRELESS DATA, INC.
U.S.
Wireless Data, Inc. (the "Corporation"), a Delaware corporation, hereby
certifies as follows:
1.
The date of filing of the Corporation’s Certificate of Incorporation (the
“Certificate”) with the Secretary of State of Delaware was August 3,
2000 under the name U.S Wireless Data, Inc.
The
Certificate is hereby amended by adding to ARTICLE FOURTH thereof the
following:
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“3.
Upon the filing of this Certificate of Amendment to effectuate a one-for-four
reverse stock split, every four outstanding shares of the Corporation’s
Common Stock, par value $.01 per share, is hereby converted into one (1) share
of the Corporation’s Common Stock, par value $.01 per share. No fractional
shares shall be issued upon such stock split; any shareholder otherwise entitled
to receive a fractional share, shall receive an amount in cash equal to the
value of such fractional share, based on the then current market price of the
Common Stock following the reverse stock split.” |
3.
This Certificate of Amendment has been duly adopted in accordance with Sections
228 and 242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the undersigned officer of U.S. Wireless Data, Inc. has
executed this Certificate of Amendment to the Certificate of Incorporation this
6th day of October 2000.
U.S. WIRELESS DATA, INC.
By: /s/ Dean M. Leavitt
Name: Dean M. Leavitt
Title: Chairman and CEO
