CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
NETWORK PERIPHERALS INC.
Network Peripherals Inc., 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, resolutions were
duly adopted setting forth a proposed amendment to the Restated Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling for a vote of the stockholders of said corporation at the next annual
meeting of the stockholders. Pursuant to such resolutions, Article Fourth,
subparagraph (A), of the Corporation's Restated Certificate of Incorporation is
amended in its entirety as follows:
"FOURTH:
(A) Classes of Stock. The Corporation is authorized
to issue two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which the Corporation is
authorized to issue is Sixty Two Million (62,000,000) shares. Sixty Million
(60,000,000) shares shall be Common Stock, $0.001 par value per share, and Two
Million (2,000,000) shares shall be Preferred Stock, $0.001 par value per
share."
SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, a vote of the stockholders of said corporation was taken at the
annual meeting of stockholders held on April 25, 2000, pursuant to which the
necessary number of shares as required by statute and by said corporation's
Restated Certificate of Incorporation were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed and attested by its duly authorized officer as of April 25, 2000.
By: \s\ William F. Rosenberger
William F. Rosenberger
President and Chief Executive officer
