Exhibit 3.1(ii)
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SUMMIT SEMICONDUCTOR, INC.
[_____], 2018
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Summit Semiconductor, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Summit Semiconductor, Inc. This certificate of amendment (the “Certificate of Amendment”) amends the certificate of incorporation of the Corporation filed on December 29, 2017 (the “Certificate of Incorporation”).
2. Article Fourth of the Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
“Fourth: The total amount of stock that this corporation is authorized to issue is 220,000,000 shares, par value $0.0001 per share, of which 200,000,000 shares shall be common stock, par value $0.0001 per share, and 20,000,000 shares shall be designated as blank check preferred stock, par value $0.0001 per share (the “Preferred Stock”).
Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated herein, or in the resolution or resolutions providing for the establishment of such series adopted by the board of directors of this corporation (the “Board”) as hereinafter provided, and set forth in a certificate of designations filed pursuant to the General Corporation Law of the State of Delaware (with respect to each such series, the “Preferred Sock Designation”). Authority is hereby expressly granted to the Board to issue, from time to time, shares of Preferred Stock in one or more series. In connection with the establishment of any such series, the Preferred Stock Designation shall fix the designation of and the number of shares comprising such series, and such voting powers, full or limited, or no voting powers, and such other powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, if any, including without limitation dividend rights, mandatory and optional redemptions and liquidation rights, as shall be stated in such Preferred Stock Designation, all to the fullest extent permitted by the General Corporation Law of the State of Delaware and not inconsistent with the other provisions of this certificate of incorporation (including any preexisting Preferred Stock Designation). Without limiting the generality of the foregoing, the Preferred Stock Designation may, to the extent permitted by law, provide that such series shall be superior to, rank equally with or be junior to any other series of Preferred Stock. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may be different from those of any other class or series of capital stock at any time outstanding. Except as otherwise expressly provided in the Preferred Stock Designation, no vote of the holders of shares of Preferred Stock (or any series of Preferred Stock) shall be a prerequisite to the issuance of any shares of any series of Preferred Stock authorized in accordance with this certificate of incorporation (including any Preferred Stock Designation).”
3. The amendment to the Certificate of Incorporation effected by this Certificate of Amendment was duly authorized by the board of directors of the Corporation and the stockholders of the Corporation by written consent in accordance with the provisions of Sections 242, 141(f) and 228(a) of the General Corporation Law of the State of Delaware.
4. The foregoing amendment shall be effective as of the time this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the date first written above.
SUMMIT SEMICONDUCTOR, INC. | ||
By: | ||
Name: Brett Moyer | ||
Title: Chief Executive Officer |