CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRISM SOFTWARE CORPORATION
Prism Software 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 at a meeting of the Board of Directors of the
corporation, resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation, declaring said amendment to be advisable. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing ARTICLE FOURTH so that, as amended, said ARTICLE
FOURTH shall be and read as follows:
"FOURTH. The total number of shares which the Corporation shall have
authority to issue is three hundred and five million (305,000,000)
shares of capital stock, of which three hundred million (300,000,000)
shares shall be designated Common Stock, par value of $.01 per share,
and five million (5,000,000) shares shall be designated Preferred
Stock, par value $.01 per share.
"Shares of Preferred Stock may be issued from time to time in one or
more classes or series as the Board of Directors, by resolution or
resolutions, may from time to time determine, each of said classes or
series to be distinctively designated. The voting powers, preferences
and relative, participating, optional and other special rights, and the
qualification, limitations or restrictions thereof, if any, of each
such class or series may differ from those of any and all other classes
or series of Preferred Stock, at any time outstanding, and the Board of
Directors is hereby expressly granted authority to fix or alter, by
resolution or resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other special
rights and the qualifications, limitations and restrictions thereof, of
each such class or series, including, but without limiting the
generality of the foregoing, the following:
(i) The distinctive designation of, and the number of shares
of Preferred Stock that shall constitute such class or series,
which number (except as otherwise provided by the Board of
Directors in the resolution establishing such class or series)
may be increased or decreased (but not below the number of
shares of such class or series than outstanding) from time to
time by like action of the Board of Directors;
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(ii) The rights in respect of dividends, if any, of such class
or series or Preferred Stock, the extent of the preference or
relation, if any, of such dividends to the dividends payable
on any other class or classes or any other series of the same
or other class or classes of capital stock of the Corporation,
and whether such dividends shall be cumulative or
noncumulative;
(iii) The right, if any, of the holders of such class or
series of Preferred Stock to convert the same into, or
exchange the same for, shares of any other class or classes of
capital stock of the Corporation and the terms and conditions
of such conversion or exchange;
(iv) Whether or not shares of such class or series of
Preferred Stock shall be subject to redemption, and the
redemption price or prices and the time or times at which, and
the terms and conditions on which, shares of such class or
series of Preferred Stock may be redeemed;
(v) The rights, if any, of the holders of such class or series
of Preferred Stock upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or
in the event of any merger or consolidation of or sale of
assets by the Corporation;
(vi) The terms of any sinking fund or redemption or purchase
account, if any, to be provided for shares of such class or
series of Preferred Stock;
(vii) The voting powers, if any, of the holders of any class
or series of Preferred Stock generally or with respect to any
particular matter, which may be less than, equal to or greater
than one vote per share, and which may, without limiting the
generality of the foregoing, include the right, voting as a
class or series by itself or together with the holders of any
other class or classes or series of the same or other class or
classes of Preferred Stock or al classes or series of
Preferred Stock, to elect one or more directors of the
Corporation (which, without limiting the generality of the
foregoing, may include a specified number or portion of the
then-existing number, of authorized directorships in addition
to the then-existing number of authorized directorships of the
Corporation) generally or under such specific circumstances
and on such conditions, as shall be provided in the resolution
or resolutions of the Board of Directors adopted pursuant
hereto; and
(viii) Such other powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, as the
Board of Directors shall determine."
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SECOND: That thereafter, pursuant to an action by written
consent of the stockholders of the corporation in accordance with Section 225(a)
of the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute and this corporation's Certificate of
Incorporation were voted in favor of and thereby duly adopted said amendment in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
Executed on September 18, 2000.
/s/ E. Ted Daniels
-----------------------------
E. Ted Daniels, President/CEO
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