Certificate of Amendment to Restated Certificate of Incorporation of Robotic Vision Systems, Inc.

Summary

Robotic Vision Systems, Inc. amended its Restated Certificate of Incorporation to increase its authorized common stock from 75 million to 100 million shares, each with a par value of $0.01. This amendment was approved by the Board of Directors and ratified by the stockholders at the annual meeting on April 3, 2002, in accordance with Delaware law. The document is signed by the company's President and Secretary.

EX-10.11 3 b43126rvex10-11.txt THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT EXHIBIT 10.11 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ROBOTIC VISION SYSTEMS, INC. ROBOTIC VISION SYSTEMS, 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: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and providing for consideration thereof at the next regularly scheduled meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Corporation's Restated Certificate of Incorporation be amended to increase the number of shares of common stock authorized thereunder from seventy-five million (75,000,000) to one hundred million (100,000,000), subject to ratification by the stockholders at the next regularly scheduled meeting of stockholders; and it was further RESOLVED, that Article FOURTH of the Restated Certificate of Incorporation be amended to read as follows: "FOURTH: the Corporation shall be authorized to issue one hundred million (100,000,000) shares with a par value of one cent $0.01) per share." SECOND: That, pursuant to resolutions duly adopted by the Board of Directors of the Corporation, the 2002 annual meeting of the stockholders of the Corporation was duly called and held on the 3rd day of April, 2002 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That the aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Pat V. Costa, its President, and John J. Connolly, its Secretary, this 3rd day of April, 2002. /s/ Pat V. Costa ---------------------------------- Pat V. Costa, President ATTEST: /s/John J. Connolly - ------------------------------ John J. Connolly, Secretary -2-