This excerpt taken from the RVBD 8-K filed Feb 20, 2009.
MAZU NETWORKS, INC.
MAZU NETWORKS, 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 Mazu Networks, 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 23, 2000, under the name of Mazu Networks, Inc.
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 Restated Certificate of Incorporation as follows (the Amendment):
The following sentence shall be added to the end of paragraph c of Section D.2 of Article IV:
Notwithstanding anything to the contrary contained in this Section D.2, neither the merger (the Riverbed Merger) of the Corporation with Maple Acquisition Sub, Inc., a wholly-owned subsidiary of Riverbed Technology, Inc., pursuant to the terms of that certain Agreement of Merger, dated as of January 20, 2009, by and among Riverbed Technology, Inc., Maple Acquisition Sub, Inc., the Corporation, and the Stockholders Agent as defined therein (the Merger Agreement), nor any of the other transactions contemplated by the Merger Agreement, shall be deemed to be a liquidation, dissolution or winding up of the Corporation.
The following paragraph shall be added as paragraph d to Section D.2 of Article IV:
Notwithstanding the other provisions of this Article IV, Section D.2 or any other provision of this Restated Certificate of Incorporation, upon the closing of the Riverbed Merger, the holders of shares of Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall not be entitled to receive or be required to take any amounts or consideration on account of such shares in connection with the Merger as provided in Section D.2.a, D.2.b or D.2.c, but shall only be entitled to receive or be required to take such amounts as set forth in Section 1.5 of the Merger Agreement.
The following sentence shall be added to the end of paragraph k of Section D.4 of Article IV:
Notwithstanding any other provision in this Restated Certificate of Incorporation, the Corporation shall not be required to send any notice to the holders of Preferred Stock pursuant to this Section D.4.k (or pursuant to any other provision in this Restated Certificate of Incorporation) in connection with the Riverbed Merger or any of the other transactions contemplated by the Merger Agreement, including any vote of any of the stockholders to approve the Riverbed Merger or any such transactions.
FOURTH: Thereafter pursuant to a resolution of the Board of Directors, the 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.
IN WITNESS WHEREOF, Mazu Networks, Inc. has caused this Certificate of Amendment to be signed by its duly authorized and elected Chief Executive Officer this day of , 2009.