CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CLICKACTION INC.
CLICKACTION INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
FIRST: The name of the Corporation is CLICKACTION INC.
SECOND: The date on which the Certificate of Incorporation of the Corporation
was originally filed with the Secretary of State of the State of Delaware is
May 3, 1995.
THIRD: The Board of Directors of the Corporation, acting in accordance with the
provisions of Sections 141 and 242 of the General Corporation Law of the State
of Delaware, adopted resolutions amending its Certificate of Incorporation as
follows:
Article IV, Section A shall be amended and restated to read in its entirety as
follows:
A. This 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, each having a par value of one-tenth of one cent ($.001). Two
Million (2,000,000) shares shall be Preferred Stock, each having a par value
of one-tenth of one cent ($.001).
FOURTH: Thereafter pursuant to a resolution of the Board of Directors, this
Certificate of Amendment was submitted to the stockholders of the Corporation
for their approval, and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: All other provisions of the Certificate of Incorporation shall remain in
full force and effect.
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IN WITNESS WHEREOF, CLICKACTION INC. has caused this Certificate of Amendment to
be signed by its President and Chief Executive Officer, Gregory W. Slayton and
attested to by its Secretary, Sharon Chiu, this 22nd day of May, 2000.
CLICKACTION INC.
By: /s/ Gregory W. Slayton
---------------------------
Gregory W. Slayton
President and Chief Executive Officer
ATTEST:
/s/Sharon Chiu
--------------
Sharon Chiu
Secretary
