Delaware
The
First State
PAGE 1
I,
HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATACHED
IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SMITH MICRO SOFTWARE, INC.”, FILED
IN THIS OFFICE ON THE EIGHTEENTH DAY OF AUGUST, A.D. 2005, AT 2:38 O‘CLOCK P. M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FOR WARDED TO THE NEW CASTLE COUNTY RECORDED OF
DEEDS.
|
/s/ Harriet Smith Windsor | |||||
2500549 8100
|
Harriet Smith Windsor , Secretary of State | |||||
| AUTHENTICATION: 4103313 | ||||||
050683696
|
DATE: 08-19-05 |
| State of Delaware | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 03:02 PM 08/18/2005 | ||
| FILED 02:38 PM 08/18/2005 | ||
| SRV 050683696 – 2500549 FILE |
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SMITH MICRO SOFTWARE, INC.
(a Delaware corporation)
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SMITH MICRO SOFTWARE, INC.
(a Delaware corporation)
Smith Micro Software, Inc., a Delaware corporation, does hereby certify that:
1. Paragraph 1 of Section A, Article IV of the Amended and Restated Certificate of
Incorporation of said corporation is hereby amended and restated in
its entirety to read as
follows:
“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 Fifty-Five Million (55,000,00) shares. Fifty Million
(50,000,000) shares shall be Common Stock, par value $.001 per share, and Five Million (5,000,000)
shares shall be Preferred Stock, par value $.001 per share.”
2. The foregoing amendment has been duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment of Amended and
Restated Certificate of Incorporation to be signed by its duly authorized officer and the
foregoing facts stated herein are true and correct.
| Date: August 17, 2005 | SMITH MICRO SOFTWARE, INC. | |||||
| By: | /s/ William W. Smith, Jr. | |||||
| William W. Smith, Jr. | ||||||
| President, chief Executive Officer and | ||||||
| Chairman of the Board | ||||||