RESTATED ARTICLES OF INCORPORATION
OF
ADEPT TECHNOLOGY, INC.
Brian R. Carlisle and Robert P. Latta hereby certify that:
1. They are the duly elected President and Assistant Secretary,
respectively, of Adept Technology, Inc., a California corporation.
2. The Restated Articles of Incorporation of this corporation, as
amended to the date of the filing of these Restated Articles of Incorporation
and with the omissions required by Section 910 of the Corporations Code are
hereby amended and restated to read as follows:
I
The name of this corporation is Adept Technology, Inc.
II
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
(A) This corporation is authorized to issue 30,000,000 shares of its
capital stock, which shall be divided into two classes known as "Common Stock"
and "Preferred Stock."
(B) The total number of shares of Common Stock which this corporation
is authorized to issue is 25,000,000, and the total number of shares of
Preferred Stock which this corporation is authorized to issue is 5,000,000.
(C) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of this corporation is authorized to determine or
alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock, and within the
limitations or restrictions stated in any resolution or resolutions of the Board
of Directors originally fixing the number of shares constituting any series, to
increase or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series, to determine the designation and par value of any series
and to fix the number of shares of any series.
IV
(A) Limitation of Directors' Liability. The liability of the directors
of this corporation for monetary damages shall be eliminated to the fullest
extent permissible under California law.
(B) Indemnification of Corporate Agents. This corporation is authorized
to provide indemnification of agents (as defined in Section 317 of the
California Corporations Code) through bylaw provisions, agreements with agents,
vote of shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.
(C) Repeal or Modification. Any repeal or modification of the foregoing
provisions of this Article Fourth by the shareholders of this corporation shall
not adversely affect any right of indemnification or limitation of liability of
a director or officer of this corporation relating to acts or omissions
occurring prior to such repeal or modification.
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3. The foregoing Restated Articles of Incorporation have been duly
approved by the Board of Directors of said corporation.
4. The foregoing Restated Articles of Incorporation were approved by
the required vote of the shareholders of said corporation in accordance with
Sections 902 and 903 of the California General Corporations Code at a Special
Meeting of Shareholders, the record date for which was September 29, 1995. The
total number of outstanding shares of the corporation entitled to vote as of the
record date for said meeting was 2,188,721 shares of Common Stock, 1,250,000
shares of Series A Preferred Stock, 1,251,192 shares of Series B Preferred
Stock, 766,013 shares of Series C Preferred Stock, and 775,577 shares of Series
D Preferred Stock. The number of shares of stock voting in favor of the
foregoing Restated Articles of Incorporation equaled or exceeded the vote
required. The vote required was more than 50% of the outstanding shares of
Common Stock and more than 50% of the outstanding shares of Preferred Stock. The
Restated Articles are necessary as a result of the automatic conversion of all
outstanding Preferred Stock upon the effectiveness of the corporation's initial
public offering.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing Restated Articles of
Incorporation are true and correct of our own knowledge.
Executed at San Jose, California, on December 20, 1995.
/s/ Brian R. Carlisle
-----------------------------------------
Brian R. Carlisle, President
/s/ Robert P. Latta
-----------------------------------------
Robert P. Latta, Assistant Secretary
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