RESTATED
CERTIFICATE OF INCORPORATION
OF
MICROPOINT CORPORATION
Micropoint, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Micropoint, Inc. (the
"Corporation"). The Corpration was originally incorporated under the Nanotech,
Inc. and the original Certificate of Incorporation of the corporation was
filed with the Secretary of State of Delaware on June 15, 1992.
2. Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation of this corporation, as amended.
3. This restated Certificate of Incorporation supersedes the Original
Certificate of Incorporation and all amendments thereto and the Certificate of
Incorporation is hereby amended to read in its entirety as follows:
FIRST: The name of the Corporation is Micropoint, Inc.
SECOND: The address of the registered office of the Corporation is 9
East Loockerman Street, Dover, Delaware 19901 in the county of Kent. The name
of its registered agent at the address is National Registered Agents, 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 the State of Delaware.
FOURTH: The total number of shares of all classes which the Corporation
is authorized to have outstanding is One Hundred and One Million (101,000,000)
shares of which stock One Hundred and One Million (101,000,000) shares in the
par value of $.001 each, amounting in the aggregate of One Hundred Thousand
Dollars ($100,000)shall be common stock and of which One Million (1,000,000)
shares in the par value of $.001 each, amounting in the aggregate to One
Thousand Dollars ($1,000) shall be preferred stock.
The board of directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the authorized shares of preferred
stock in series, and by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares to
be included in each such series and the qualifications, limitations or
restrictions thereof. The authority of the board with respect to each series
shall include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation ofthat series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(C) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or date
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions, and
at different redemption rates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of determination.
FIFTH: The business and affairs of the corporation shall be managed
under the direction of the Board of Directors. The exact number of Directors
shall be fixed from time to time by, or in the manner provided in the Bylaws
of the Corporation and may be increased or decreased as therein provided.
Directors of the corporation need not be elected by ballot unless required by
the Bylaws.
The Directors shall be divided into three classes. Each such class shall
consist, as nearly as may be possible of one-third of the total number of
directors, and any remaining directors shall be included within such group or
groups as the board of directors shall designate. A class of directors shall
be elected for a one-year term, a class of directors for a two-year term and a
class of directors for a three-year term. At each succeeding annual meeting of
stockholders, successors to the class of directors whose term expires at that
annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly
equal as possible, but in no case shall a decrease in the number of directors
shorten the term of any incumbent director. A director may be removed from
office for cause only and subject to such removal, death, resignation,
retirement or disqualification, shall hold office until the annual meeting for
the year in which his or her term
expires and until his or her successor shall be elected and qualified. No
alteration, amendment or repeal of this Article FIFTH or the Bylaws of the
corporation shall be effective to shorten the term of any director holding
office at the time of such alteration, amendment or repeal, to permit any such
director to be removed without cause, or to increase the number of directors
in any class or in the aggregate from that existing at the time of such
alteration, amendment or repeal, until the expiration of the terms of office
of all directors then holding office, unless (1) in the case of this Article
FIFTH, such alteration, amendment or repeal has been approved by the
affirmative vote of two-thirds of the shares of stock of the corporation
outstanding and entitled to vote thereon, or (ii) in the case of the Bylaws,
such alteration amendment or repeal has been approved by either the
affirmative vote of two-thirds the holders of all shares of stock of the
corporation outstanding and entitled to vote thereon or by a vote of a
majority of the entire board of directors.
To the extent that any holders of any class or series of stock other than
Common Stock issued by the corporation shall have the separate right, voting
as a class or series, to elect directors, the directors elected by such class
or series shall be deemed to constitute an additional class of directors and
shall have a term of office for one year or such other period as may be
designated by the provisions of such class or series providing such separate
voting right to the holders of such class or series of stock, and any such
class of directors shall be in addition to the classes designated above. Any
such directors so elected shall be subject to removal in such manner as may be
provided by law.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal,
alter, amend and rescind the bylaws of the corporation.
SEVENTH: A director of the corporation shall not be personally liable
for monetary damages to the corporation or its stockholders for breach of any
fiduciary duty as a director, except for liability (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 Delaware General
Corporation Law or (iv) for any transaction from which the director derives an
improper personal benefit.
EIGHTH: A director or officer of the corporation shall not be
disqualified by his or her office from dealing or contracting with the
corporation as a vendor, purchaser, employee, agent or otherwise. No
transaction, contract or act of the corporation shall be void or voidable or
in any way affected or invalidated by reason of the fact that any director or
officer of the Corporation is a member of any firm, a stockholder, director or
officer of any corporation or trustee or beneficiary of any trust that is in
any way interested in such transaction, contract or act. No director or
officer shall be accountable or responsible to the corporation for or in
respect to any transaction, contract or act of the corporation or for any gain
or profit directly or indirectly realized by him or her by reason of the fact
that he or she or any firm in which he or she is a member or any corporation
of which he or she is a stockholder, director, or officer, or any trust of
which he or she is a trustee, or beneficiary, is interest in such transaction,
contract or act; provided the fact that such director or officer or such firm,
corporation, trustee or beneficiary of such trust, is so interest shall have
been disclosed or shall have been known to the members of the board of
directors as shall be present at any meeting at which action upon such
contract, transaction or act shall have been taken. Any
director may be counted in determining the existence of a quorum at any
meeting of the board of directors which shall authorize or take action in
respect to any such contract, transaction or act, and may vote there at to
authorize, ratify or approve any such contract, transaction or act, and any
officer of the corporation may take any action within the scope of his or her
authority, respecting such contract, transaction or act with like force and
effect as if he or she or any firm of which he or she is a member, or any
corporation of which he or she is a stockholder, director or officer, or any
trust of which he or she is a trustee or beneficiary, were not interested in
such transaction, contract or act. Without limiting or qualifying the
foregoing, if in any judicial or other inquiry, suit, cause or proceeding, the
question of whether a director or officer of the corporation has acted in good
faith is material, and notwithstanding any statue or rule of law or equity to
the contrary (if any there be) his or her good faith shall be presumed in the
absence of proof to the contrary by clear and convincing evidence.
NINTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
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 the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the corporation under the provisions of Section 279 of Title 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 the 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 of
class of creditors, and/or the stockholders or class of stockholders of the
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 the corporation, as the case may be,
and also on the corporation.
TENTH: The corporation reserves the right to amend and repeal any
provision contained in this certificate of incorporation in the manner
prescribed by the laws of the State of Delaware. All rights herein conferred
are granted subject to this reservation.
ELEVENTH: [Section Reserved].
TWELFTH: No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.
IN WITNESS WHEREOF, the undersigned signs and executes this Restated
Certificate of Incorporation and certifies to the truth of the facts herein
stated and that this Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of the Delaware General Corporation Law, this
_____ day of November, 1998
/s/ Doug Odom
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Doug Odom
President
ATTEST:
_________________________________
Secretary