**EXHIBIT 3.01**

 

**CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFAPOGEE TECHNOLOGY, INC.**

 

It ishereby certified that:

 

1.    The name of the corporation (hereinafter called the “Corporation”) is ApogeeTechnology, Inc.

 

2.    The Certificate of Incorporation of the Corporation filed July 1, 1987, asamended, is hereby further amended by striking out the first paragraph ofArticle FOURTH in its entirety and substituting in lieu thereof thefollowing:

 

“FOURTH:

 

A.    *Designation and Number of Shares.*

 

Thetotal number of shares of all classes of stock which the Corporation shall havethe authority to issue is forty five million (45,000,000) shares, which willconsist of the following:  forty million (40,000,000) shares of commonstock, par value $0.01 per share (the “Common Stock”) and five million(5,000,000) shares of preferred stock, par value $0.0001 per share (the “PreferredStock”).

 

B.    *Preferred Stock*

 

1.    Shares of Preferred Stock may be issued in one or more series at such time ortimes and for such consideration as the Board of Directors may determine.

 

2.    Authority is hereby expressly granted to the Board of Directors to fix fromtime to time, by resolution or resolutions providing for the establishmentand/or issuance of any series of Preferred Stock, the designation and number ofthe shares of such series and the powers, preferences and rights of suchseries, and the qualifications, limitations or restrictions thereof, to thefullest extent such authority may be conferred upon the Board of Directorsunder the Delaware General Corporation Law.

 

Thenumber of authorized shares of Common Stock or Preferred Stock may be increasedor decreased (but not below the number of shares thereof then outstanding) bythe affirmative vote of the holders of a majority of the voting power of all ofthe then-outstanding shares of capital stock of the Corporation entitled tovote thereon, without a vote of the holders of the Preferred Stock, or of anyseries thereof, unless a vote of any such holders is required pursuant to theterms of any Preferred Stock designation.

 

C.    *Common Stock.*

 

Theholders of the Common Stock are entitled to one vote for each share held; *provided*, *however*, that, except as otherwiserequired by law, holders of Common Stock shall not be entitled to vote on anyamendment to this Restated Certificate of Incorporation (including anycertificate of designation relating to Preferred Stock) that relates solely tothe terms of one or more outstanding series of Preferred Stock if the holdersof such affected series are entitled, either separately or together as a classwith the holders of one or more other such series, to vote thereon by law orpursuant to this Restated Certificate of Incorporation (including any certificateof designation relating to Preferred Stock).”

 

3.    The foregoing amendment was adopted in accordance with Section 242 of theGeneral Corporation Law of the State of Delaware.

 

4.    This Certificate of Amendment shall be effective on filing.

 

Signedthis 29th day of August, 2007. 

 
|   | By:    | /s/ Herbert M. Stein                          |   |
|--------|--------|-----------------------------------------------|--------|
|   |   | Name: Herbert M. Stein.                       |
|   |   | Title: President and  Chief Executive Officer |

 

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