CALMARE THERAPEUTICS INCORPORATED, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of the corporation is CALMARE THERAPEUTICS INCORPORATED
and the name under which the corporation was originally
incorporated is U.P. Inc. The date of filing of its original
Certificate of Incorporation with the Secretary of State was August
12, 1971.
2. This Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the
Certificate of Incorporation of this corporation as heretofore
amended or supplemented and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of
Incorporation.
3. The text of the Certificate of Incorporation as amended
or supplemented heretofore is hereby restated without further
amendments or changes to read as herein set forth in full:
FIRST: The name of the corporation (hereinafter called
the "Corporation") is Calmare Therapeutics Incorporated.
SECOND: The registered office of the Corporation is to
be located at 1209 Orange Street, in the City of
Wilmington, in the County of New Castle, in the State of
Delaware. The name of its registered agent at that address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock of all
classes of stock which the Corporation shall have authority to
issue is 100,056,670 shares, of which 35,920 shares, with a par
value of $25.00 each, are to be 5% Preferred Stock, 20,000 shares,
with a par value of $0.001 each, are to be Series B Preferred Stock,
750 shares, with a par value of $1,000.00 each,
are to be Series C convertable Preferred Stock, and
100,000,000 shares, with a par value of $.01 each, are to be
Common Stock.
The designations and the powers, preferences and rights,
and the qualifications, limitations or restrictions of the
classes of stock of the Corporation are as follows:
1. Dividends: The holders of the Preferred Stock
shall be entitled to receive, out of any funds of the
Corporation lawfully available for dividends under the
laws of the State of Delaware, if, as and when declared
by the Board of Directors in its discretion, preferential
dividends at the rate of 5% of the par value of the
Preferred Stock, per share per annum, and no more,
payable quarterly on the 30th day of January, April, July
and October, respectively, in each year, before any
dividends shall be declared or paid upon or set apart
for, or other distribution shall be ordered or made in
respect of, any shares of Common Stock; provided,
however, that dividends on the Preferred Stock shall be
noncumulative, so that if such dividends on the Preferred
Stock are not declared or paid in whole or in part, the
unpaid dividends shall not accumulate.
2. Preference Upon Liquidation: In the event of
any liquidation, dissolution or winding up of the
Corporation or any reduction of its capital resulting in
any distribution of its assets to its stockholders,
whether voluntary or involuntary, the holders of the
Preferred Stock shall be entitled to receive, for each
share thereof, out of the assets of the Corporation,
whether from capital, surplus or earnings available for
distribution to its stockholders, $25.00 per share in
cash, before any distribution of assets of the
Corporation shall be made to the holders of the Common
Stock; but the holders of the Preferred Stock shall be
entitled to no further participation in such
distribution. If, upon any such liquidation,
dissolution, winding up or reduction, the assets of the
Corporation distributable as aforesaid among the holders
of the Preferred Stock shall be insufficient to permit
the payment to them of the full preferential amount
aforesaid, then the entire assets of the Corporation to
be distributed shall be distributed ratably among the
holders of the Preferred Stock in proportion to the full
preferential amount to which they are respectively
entitled. A consolidation or merger of the Corporation,
or a sale or transfer of all or substantially all of its
assets as an entirety, shall not be regarded as a
voluntary liquidation, dissolution or winding up of the
Corporation.
3. Voluntary Redemption: The Corporation may, at
its option, expressed by resolution of its Board of
Directors, at any time or from time to time, redeem the
whole or any part of the Preferred Stock at a redemption
price for each share thereof equal to $25.00. Notice of
any proposed redemption of shares of Preferred Stock
shall be given by the Corporation by mailing a copy of
such notice at least 30 days prior to the date fixed for
such redemption to the holders of record of the shares of
Preferred Stock to be redeemed, at their respective
addresses appearing on the books of the Corporation. If
less than all the shares of Preferred Stock are to be
redeemed as herein provided, the redemption shall be made
in such amount, at such place, by such method, either by
lot or pro rata, and subject to such provisions of
convenience as shall from time to time be determined by
resolution of the Board of Directors. From and after the
date fixed in any such notice as the date of redemption,
unless default shall be made by the Corporation in
providing moneys at the time and place specified for the
payment of the redemption price pursuant to said notice,
all rights of the holders of said shares of Preferred
Stock so called for redemption as stockholders of the
Corporation, except only the right to receive the
redemption price, shall cease and determine and such
shares shall be deemed no longer to be outstanding.
4. Voting Power: The holders of the Preferred
Stock and of the Common Stock shall possess full voting
power for the election of directors and for all other
purposes. Holders of stock of whatever class entitled to
vote shall have one vote for each share of stock held by
them.
5. No Preemptive Rights: No holder of any class
of stock of the Corporation, whether now or hereafter
authorized, shall have any preemptive, preferential or
other rights to subscribe for or purchase or acquire any
shares of any class of stock or any other securities of
the Corporation, whether now or hereafter authorized, and
whether or not convertible into, or evidencing or
carrying the right to purchase, shares or any other
securities now or hereafter authorized, and whether the
same shall be issued for cash, services or property, or
by way of dividend or otherwise.
FIFTH: The name and mailing address of the incorporator
is as follows:
| Name | Address |
| Jesse J. Holland | 208 South LaSalle Street
Chicago, Illinois 60604 |
SIXTH: Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in
connection with any corporate action, the meeting and vote of
stockholders may be dispensed with and such action may be
taken with the written consent of stockholders having not less
than the minimum percentage of the total vote required by
statute for the proposed corporate action, and provided that
prompt notice be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous
consent.
SEVENTH: The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of
Delaware, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and
all of the expenses, liabilities or other matters referred to
in or covered by said section.
EIGHTH: The Board of Directors shall have power, without
stockholder action:
1. To make By-laws for the Corporation, and to
amend, alter or repeal any By-laws.
2. To set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve or
reserves.
In addition to the powers and authorities herein or by
statute expressly conferred upon it, the Board of Directors
may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the laws of the State of
Delaware, of this Certificate of Incorporation and of the By-
laws of the Corporation.
NINTH: No director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty by such director
as a director; provided, however, that this Article NINTH
shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. No
amendment to or repeal of this Article NINTH shall apply to or
have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment
or repeal.
4. This Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with Section 245 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said CALMARE THERAPEUTICS INCORPORATED has
caused this Certificate to be signed by CONRAD MIR, its President and
Chief Executive Officer, and attested by THOMAS P. RICHTARICH, its
Chief Financial Officer, this 16th day of May, 2016.
By: s/ Thomas P. Richtarich
Chief Financial Officer
