Section
5.1 and Section 5.2 of the
By-laws of Terabeam, Inc. are hereby amended, effective May 23, 2007, to read
in
their entirety as follows:
Section
5.1. Stock Certificates; Uncertificated
Shares. The shares of the corporation shall be represented by
certificates, provided that the Board of Directors may provide by resolution
or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to
the
corporation. Every holder of stock represented by certificates shall
be entitled to have a certificate signed by or in the name of the corporation
by
the Chairperson or Vice Chairperson of the Board of Directors, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the corporation representing
the
number of shares registered in certificate form. Any or all the
signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person were such officer,
transfer agent, or registrar at the date of issue. The corporation
shall not have power to issue a certificate in bearer form.
Section
5.2. Lost, Stolen or Destroyed Stock
Certificates; Issuance of New Certificates or Uncertificated
Shares. The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or such owner’s legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
Dates Referenced Herein and Documents Incorporated by Reference
