STATE OF DELAWARE PAGE 1
OFFICE OF THE SECRETARY OF STATE
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I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "NEXSAN TECHNOLOGIES INCORPORATED", FILED IN THIS OFFICE ON
THE SECOND DAY OF JANUARY, A.D. 2001, AT 9'OCLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.
[GRAPHIC OMITTED] /s/ HARRIET SMITH WINDSOR
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SECRETARY OF STATE
3338462 8100 AUTHENTICATION: 0900488
010000651 DATE: 01-06-01
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/02/2001
010000651 - 3338462
CERTIFICATE OF INCORPORATION
OF
NEXSAN TECHNOLOGIES INCORPORATED
FIRST: The name of the Corporation is Nexsan Technologies Incorporated.
SECOND: The address of the registered office of the Corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at such address is United Corporate Services, Inc.
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: (a) The total number of shares of capital stock which may be issued by
the Corporation is 1,000 shares, all of which shares shall be Common Stock, of
the par value of $0.01 per share.
(b) The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
are as follows:
COMMON STOCK
(1) Dividends may be paid upon the Common Stock as and when declared by the
Board of Directors out of any funds legally available therefor.
(2) Upon any liquidation, dissolution or winding up of the Corporation, the
holders of the Common Stock shall be entitled to receive any and all assets
remaining to be paid or distributed.
(3) Except as otherwise provided by statute or by any express provision of
this Certificate, all rights to vote and all voting power shall be exclusively
vested in the Common Stock and the holders thereof shall be entitled to one vote
for each share for the election of directors and upon all other matters.
GENERAL
(4) The Corporation shall be entitled to treat the person in whose name any
share, right or option is registered as the owner thereof, for all purposes, and
shall not be bound to recognize any equitable or other claim to or interest in
such share, right or option on the part of any other person, whether or not the
Corporation shall have notice thereof, save as may be expressly provided by the
laws of the State of Delaware.
FIFTH: The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
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David A. Parnes 30 Rockefeller Plaza - 29th Floor
New York, New York 10112
SIXTH: (a) The number of directors of the Corporation which shall
constitute the whole Board of Directors shall be such as from time to time may
be fixed by or in the manner provided in the By-laws but in no case shall the
number of directors be less than one. Except as may otherwise be required by
law, vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director.
(b) All corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise provided herein or by law. In furtherance
and not in limitation of the powers conferred by statute and by law the Board of
Directors is expressly authorized to make, amend, alter, change, add to or
repeal By-Laws of the Corporation, without any action on the part of the
stockholders.
SEVENTH: (a) No contract or transaction between the Corporation and one or more
of its Directors, or between a corporation and any other corporation,
partnership, association or other organization in which one or more of its
Directors or officers are Directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because such
Directors or officers are present at or participate in the meeting of the Board
of Directors or the committee thereof which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose if:
(1) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of
the disinterested directors, even though the disinterested directors be less
than a quorum; or
(2) The material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.
In any case described in this Section, any common or interested Director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors or any committee
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which shall authorize any such contract or transaction and may vote thereat to
authorize any such contract or transaction. Any Director of the Corporation may
vote upon any contract or other transaction between the Corporation and any
subsidiary or affiliated corporation without regard to the fact that he is also
a Director of such subsidiary or affiliated corporation.
(b) No person who is or at any time has been a Director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, provided that the foregoing
provision shall not eliminate or limit the liability of a Director (i) for any
breach of such Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under section 174 of
Title 8 of the Delaware Code, or (iv) for any transaction from which such
Director derived an improper personal benefit.
(c) Any contract, transaction or act of the Corporation or of the Board
of Directors which shall be ratified by a majority of a quorum of the
stockholders entitled to vote at any annual meeting or at any special meeting
called for that purpose shall be as valid and binding as though ratified by
every stockholder of the Corporation; provided, however, that any failure of the
stockholders to approve or ratify such contract, transaction or act when and if
submitted to them shall not be deemed in any way to invalidate the same or to
deprive the Corporation, its Directors or officers of their right to proceed
with such contract, transaction or act.
(d) Each Director, officer and employee, past or present, of the
Corporation, and each person who serves or may have served at the request of the
Corporation as a Director, Trustee, officer or employee of another corporation,
association, trust or other entity and their respective heirs, administrators
and executors, shall be indemnified by the Corporation in accordance with, and
to the fullest extent permitted by, the provisions of the General Corporation
Law of the State of Delaware as it may from time to time be amended. Each agent
of the Corporation and each person who serves or may have served at the request
of the Corporation as an agent of another corporation, or as an employee or
agent of any partnership, joint venture, trust or other enterprise may, in the
discretion of the Board of Directors, be indemnified by the Corporation to the
same extent as provided herein with respect to Directors, officers and employees
of the Corporation. The provisions of this paragraph (d) shall apply to any
member of any Committee appointed by the Board of Directors as fully as though
such person shall have been an officer or Director of the Corporation.
(e) The provisions of this Article SEVENTH shall be in addition to and
not in limitation of any other rights, indemnities, or limitations of liability
to which any Director or officer may be entitled, as a matter of law or under
any By-Law, agreement, vote of stockholders or otherwise.
EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title
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8 of the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said Court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
NINTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Elections of Directors
need not be by written ballot unless the By-Laws of the Corporation shall so
provide.
TENTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Certificate of Incorporation, in the manner now or
hereafter prescribed by statute and this Certificate of Incorporation, and all
rights conferred upon officers, Directors and stockholders herein are granted
subject to this reservation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and does
affirm the contents hereof as true under the penalties of perjury this 1st day
of January, 2001.
/s/ David A. Parnes
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David A. Parnes, Incorporator
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